A meaty ee) EY (tae Cornell Law School Library WHITE ON CORPORATIONS CONTAINING ‘ THE LAWS AS AMENDED TO JANUARY 1, 1903, CONCERNING Business, Railroad, Ferry, Navigation, Stage Coach, Tramway, Pipe Line, Gas, Electric Light, Water-Works, Telegraph, Lelephone, Turnpike, Plank-Road and Bridge Corpora- tions, Joint-Stock Associations, etc., including the Laws on Taxation, Dissolution and Receivers, Statutory Construction, Condemnation of Real Property, Code Provisions, ete.,; also all State and Federal Statutes affecting the Class of Corpora. tions above enumerated, TOGETHER WITH DECISIONS, ANNOTATIONS AND FORMS, By FRANK WHITE, OF THE NEW YORK AND ALBANY BAR, Counsel to the Secretary of State on Corporation Matters from 1885-1899. FIFTH EDITION, REVISED TO JANUARY 1, 1908. NEW YORK: BAKER, VOORHIS & COMPANY. 1903. 123819 CopyRIGHT, 1894, By FRANK WHITE, CopyRIGHT, 1895, By FRANK WHITE, CopyrIGHT, 1897, By FRANK WHITE. CopyRIGHT, 1900, By FRANK WHITE, CopyricuHtT, 1902, By FRANK WHITE. Kens w5e 19%03 J. B, LYON COMPANY PRINTERS AND BINDERS ALBANY, N. Ye AMENDMENTS OF #1903. The Business Corporations Law. § 2. Subdivision 5, amended by Laws 1903, chapter 525, to read as follows: 5. The city, village or town in which its principal business office is to be located. If it is to be located in the city of New York, the borough therein in which it is to be located. The Stock Corporation Law. § 21. Amended by Laws 1903, chapter 320, by adding at the end thereof a sentence to read as follows : This section shall apply to any stock corporation whether organized under a general or special law, and the number of directors may- be increased as hereby provided notwithstanding the maximum number of directors now prescribed by law. The General Corporation Law. 814. Amended by Laws 1903, chapter 178, to read as follows: $14. Acquisition of property without the state——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, Any domestic corporation establishing or maintaining a charitable, philanthropic or educational institution within this state may also carry on its work and establish or maintain one or more branches of such institution or an additional institution or additional institutions in any other state, the District of Columbia or in any part of the territories or dependencies of the United States of America or in any foreign country and for either of said purposes may take by devise or bequest, hold, purchase, mortgage, sell and convey or otherwise dispose of such real and personal property without this state as may be requisite therefor. But nothing in this section contained shall be construed as exempting from taxation property to any additional amount than is now allowed to such corporation under existing laws. All but the first sentence is new matter, added in 1903. TO THE HonoraBte CHARLES R. INGALLS, For TwEnTY-stx YEARS A Justics of THE SUPREME CouRT OF THE StTaTse oF New YORK, This Volume is Affectionately Dedicated 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. INTRODUCTORY. The enactment of the amendatory legislation of 1901, re- modeling and liberalizing our corporation laws, has served to bring these statutes into harmony with the most modern and ad- vanced corporate methods. The effect of these modifications, whereby, among other things, proper and necessary safeguards have been adopted in behalf of corporate interests, has been quickly felt in attracting to the State incorporated capital from all parts of the country. The author of this work takes what he hopes may be deemed pardonable pride in the fact that he was accorded the privilege of being associated with several other lawyers in accomplishing the very desirable results achieved, and in thus popularizing the State of New York as a domicile for important corporations. :. In response to the request of several members of the bar, the author has considered it advisable to republish his article, entitled “Advantages of Incorporation under the Laws of the State of New York,” which appears on the next succeeding pages, and which sets forth some of the salient features of the liberalized corporate laws. FRANK WHITE. February 15, 1902. ADVANTAGES OF INCORPORATION UNDER THE LAWS OF THE STATE OF NEW YORK COPYRIGHT, 1901, BY FRANK WHITE. The corporate form for conducting business enterprises, both large and small, possesses so many inherent advantages over a partnership or joint- stock association that business men seem to be more interested in deter- mining where to incorporate, than in ascertaining the desirability of incor- poration. The principal advantages of incorporation have become fairly well recognized, particularly in obtaining for the interested parties immu- nity from individual liability; in securing the element of perpetuity; the unimpaired preservation of the rights and interests of the survivors in the event of the death of any member of the concern, including the retention intact of the good-will and prestige of the business, which is frequently one of its most valuable and remunerative assets; the ease with which the owner of shares of stock may dispose of them by will, sale or other- wise; the increased facilities afforded for borrowing money; the con- venience with which the varied interests to be taken into the company ean be satisfactorily safeguarded; these and numerous other advantages that are accorded to corporations when contrasted with the dangers and disadvantages of transacting business under the rapidly disappearing partnership method have appealed so forcibly to men engaged in the activities of commercial and financial pursuits that the problem, ‘‘ Where to Incorporate,’ has assumed greater importance than ever. New York’s new policy.— The writer of this article asserts most emphatically that this problem has been settled in favor of New York by recent legislation, and he proposes to submit what he deems adequate, eonvincing and incontrovertible proof that the State of New York is the most desirable State in which to incorporate. The work of the legisla- ture of the State of New York, during the session of 1901, in liberalizing, modifying and enlarging the corporation laws by eliminating all objec tionable features and reducing the organization tax, and by inserting numerous new and desirable features, has placed New York beyond peradventure clearly and unmistakably in the van as the most inviting State in which to incorporate not only enterprises located and carrying on business within the State, but also those located and having their property elsewhere. Money wasted by incorporation elsewhere.— Previous to the recent liberalization of the corporation laws by New York State a great variety of misapprehensions and delusions respecting its corporate laws had found lodgment in the minds of both laymen and lawyers. In many cases in the past it has been very difficult, even for a person ‘well versed on the subject, to account for the incorporation of New York enterprises in either Delaware, New Jersey or West Virginia, for in the majority of cases each of such companies was actually throwing away every dollar spent for the sake of having a charter from New Jersey or other States, for the reason that a company thus incorporated and having its business and property in New York State does not receive a single benefit in return for the expenditures made by it for a foreign charter. Why should such a@ company subject itself to the laws of two sovereignties. file reports im two States, pay an organization tax and annual taxes in two States, pay a so-called “Trust” or registration company an annual fee for maintain- ing a nominal office in another State, when the entire business and cap- vii vill ‘ADVANTAGES OF INCORPORATION. ital of such company are located in the State of New York? There is no sound reason for it. There is no substantial argument that can sustain such an unbusinesslike proceeding. Such a company obtains no benefits or advantages that might not have been obtained under the statutes of New York, provided its incorporators so desired. It does not escape any of the taxes payable to this State, not even the one-eighth of one per cent. organization tax, for after its incorporation in a foreign State, it must obtain a license, or certificate of authority, to transact business in the State of New York, and the cost of that license is one-eighth of one per cent. upon the amount of capital employed within the State. It must pay annual taxes in the State of its incorporation, besides paying the same annual tax to the State of New York as though it were incorporated here. The pecuniary feature as thus indicated has heretofore been in favor of New York as the domicile of such corporations, but now, with a modern- ized and liberalized system of corporation statutes, New York becomes the most desirable State for all classes of corporations, whether carrying on business and having the capital, or any portion thereof, employed here or in other States. The Brackett bills, which were passed by the legisla- ture of 1901, and signed by the Governor, signalize a new departure in regard to the treatment of corporations by the State. Salient features of the liberalized laws.— This new system of lanys has been enacted in recognition of the fact that the relation of corpora: tions to the business transactions of the community have undergone a decided change in this country within the past decade, and that the demand for the use of corporate powers in combining the capital, the energy and the skill required to successfully conduct business transac- tions in competitive fields has become so imperative that the corporation acts have needed remodeling and amendment. The amendatory legisla- tion of 1901, which contains provisions similar to the English companies act of 1862, was enacted for the purpose of attracting incorporated capital to the State, and the results even at this early date are justifying the new policy of the State. The most important changes are as follows: The removal of objectionable liability features so that both directors and stockholders are now freed from any of the entanglements which hereto- fore existed. The incorporation tax has been reduced from one-eighth to one-twentieth of one per cent. on the authorized capital stock. This initial or organization tax, as it ix termed in the statute, is payable but once, and that upon the formation of the company, and amounts to fifty cents on each $1,000 of capital stock. The duty of filing an annual report, the non-performance of Which rendered every director individually liable for all the debts of the corporation, has been stricken from the statutes and in lieu thereof it is provided that in case a stockholder or a creditor makes a written request upon an officer for the filing of a report (the form of which is now very simple), the officer so requested is required to file the same within ten days. and in case he fails to comply there is imposed the liability of a fine of $50 a day, and this provision applies to both domestic and foreign corporations. The power to borrow money has been enlarged. and the legal limitations are removed, both as to the issue of bonds and the sale thereof. Section 24 of the stock corporation law, for- bidding the contracting of any debts in excess of the amount of the cap- ital stock, is repealed, and a corporation is permitted to borrow as much as its credit and security will permit. without reference to the amount of its capitalization. Stock may be issued for property, and stock so issued shall be regarded as full paid, and in the absence of fraud in the transaction the judgment of the directors as to the value of the property purchased shall be conclusive. This is the same language as the New Jersey statute. The issue of preferred stock is permitted with the con- sent of the owners of two-thirds of the capital stock, instead of unani- mous consent previously required. The certificate of incorporation may provide for the issue of partly-paid stock, subject to calls, upon which the stockholders shall not be subject to any, liability except the payment of the amount unpaid on the stock. Corporations are authorized to provide State or New York. ix by certificate or in the by-laws that directors need not be stockholders. Stock books are required to be kept open daily during only three business hours. The new law does not require any percentage of the subscriptions for stock to be paid in cash. The proceedings for an increase or reduc- tion of capital stock and for extension of corporate existence are simpli- fied. Agreements are authorized for pooling stock or creating voting trusts, and the issue of certificates of beneficial interests in lieu of stock deposited with the trustee. The statute now provides that when a mort- gage recites that it has been duly authorized by the holders of the requi- site amount of stock, such recital shall be presumptive evidence that the law has been complied with, and if the mortgage has been recorded for one year and interest has been paid thereon, it becomes valid, even though irregular in the method of its execution. This provision prevents the security of underlying corporate bonds being invalidated and thereby pro- tects the purchasers of such bonds. The foregoing are a few of the many liberal changes made. Broad charter powers.— In addition to these attractive modifications, it must be remembered that the New York corporation laws have, since 1892, been amended in several noteworthy respects. In the first place, they offer simplicity of organization. The corporation is created by making and filing a certificate, and in this instrument the incorporators are given great latitude in setting forth the purposes, objects and powers of the company. A certificate of incorporation of a business corporation may ke drawn sufficiently broad, for example, to enable the proposed company to carry on a department store, a manufacturing business, real estate business, general contracting, warehousing, buying, owning and conduct- ing hotels and other lines of business, if desired. The certificate may also provide for cumulative voting in the election of directors. It may author- ize the corporation to 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 obli- gations. In fact, the certificate may contain any other provision for the regulation 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 obli- gation or from the performance of any duty imposed by law. At any time after incorporation the purposes, objects and powers of the corpora- tion may, by an amended certificate, be extended, enlarged, altered or diminished. Dissolution inexpensive.— The New York statutes not only offer sim- plicity of organization and management and freedom from publicity in the private affairs of the company, but also an easy and inexpensive method of dissolution by the consent of the holders of two-thirds in amount of the stock of the corporation and ‘without resorting to court proceedings. Limited liability— To sum up the situation, the remodeled corpora- tion laws of the State of New York afford freedom from any dangers or ambiguities that might lead to personal liability of stockholders, directors and officers, and grant them limited liability to the fullest extent, and even in regard to stock issued for property all questions of liability have been eliminated, except in cases where there is proof of actual fraud, this provision being identical with the New Jersey law, and, furthermore, a legal certificate of incorporation can be drafted under the terms of the Business Corporations Law of the State of New York, fully as broad, liberal and comprehensive, for all practical purposes, as is permitted in New Jersey or Delaware. Foreign corporations pay higher tax rate.— After consideration of the attractive and desirable features of the laws of New York as above dis- ‘cussed, the question of expense becomes one of paramount importance, and in this connection the initial expense of incorporation and the annual tax payments must both receive a full measure of attention. While passing to this phase of the question, it must be borne in mind that the tax for the privilege of organization of a corporation under the laws of "x ADVANTAGES OF INCORPORATION. New York has been reduced to one-twentieth of one per cent. upon the amount of capital stock authorized in the certificate of incorporation (fifty cents on each one thousand dollars of capitalization), and that a resident corporation, namely, one having its business and property within the State, which seeks incorporation elsewhere, after paying the initial organization fees in the foreign State, must also pay to the State of New York a license fee or tax for the privilege of conducting its business here. and such tax is at the rate of one-eighth of one per cent., computed upon the basis of the amount of capital employed within the State, being two and one-half times greater ‘than the organization tax required to be paid by companies incorporated under the laws of New York. In regard to any concern, the property of which is located within the State of New York, there is no justification whatever, either from an economical point of view or otherwise, for incorporation in any other State. Its incorpo- ration elsewhere is a profligate, senseless waste of money. Whatever may be the amount that companies of this character pay in the way of charges and taxes to other States, or fees to registration companies, is just so much money paid without any equivalent in benefits or privileges for the expenditures thus made. As has been already stated, such a company must not only make all the statutory payments required in the State of its incorporation, but it must also pay into the treasury of the State of New York two and one-half times as much as though it were organized under the laws of this State. Comparative tables of tax expenditures.— In order to elucidate more clearly the loss sustained in seeking charters in other States, here follows an illustration with a business corporation organized under the laws of New Jersey and capitalized at $1,000,000, its property and business being located in the State of New York: New Jersey corporation, capitalized at $1,000,000. Tax for incorporation in New Jersey...... 00... ccc ceeeeccunees $200 00 Fees of New Jersey registration company................000 50 00 Annual tax in New Jersey..... 0... ce cece ce cee cece nunc ucceue 1,000 00 Fees for filing copy of charter and designation in New York CANE ase os essays Scryer as sdyantatn doce gua as tneovcee ne acu oie wenden bog eae oe 11 00 License tax in New York State.............000000. ee eT ee 1,250 00 Annual tax in New York State (based on 6 per cent. dividends), 1,500 00 New Jersey corporation, total expense, first year.......... $4,011 00 New York corporation, capitalized at $1,000,000. If this company were incorporated under the laws of New York State the bill of expenses would have been as follows: : Tax for incorporation in New York............0.eccceceeeeeee $500 00 Filing and recording fees in offices of Secretary of State and County Clerk fete eee eens ee ee er ee 13 00 Annual tax on capital employed in the State (based on 6 per Gene, -GlVIGeOnGS) xc sdxcnds icne od acura > rea ereen Sigh chins bien Shtin Guests 1,500 00 New York corporation, total expense, first year..... eet sama $2,013 00 By incorporating in New York State the company is not r i make any payment to New Jersey whatever, or i: any tplsienton cone, pany. and pays a lower license or organization tax in New York State, and thereby, in organizing under the laws of New York, this company would have saved at the end of the first year the sum of $1,998, State or New York. x} New Jersey $1,000,000 corporation, second year. The million dollar New Jersey corporation’s second year’s experience ‘would read like this: Annual tax in New Jersey..... a SITTE Las tata eRe ea ehubace Vena $1,000 00 Fee of a New Jersey registration company Scavbanisiien aren’ Sacra SoG 50 00 Annual tax on capital employed in New York........ plate suaapaitery 1,500 00 New Jersey corporation, total expense, second year....... $2,550 00 New York $1,000,000 corporation, second year. As a New York State corporation, its second year’s payment to the State would be one item, viz.: Annual tax on capital employed in State (based on 6 per cent. dividends) ........... re eile warns iG aun hint steeatse ere $1,500 00 Thus the saving the second year in favor of the New York corporation would be $1,050; or a total saving during the first two years of $3,048 in favor of New York State. At the end of the tenth year the saving would amount to $11,448. If a corporation capitalized at $2,000,000 were used as an example, the sum saved by incorporation in New York State would be twice as much. To demonstrate what the result would be in the case of a smaller cor- poration, an illustration will be made with a company capitalized dt $100,000. The first year’s experience of such a company, organized in ‘New Jersey and doing business in New York State, would be as follows: New Jersey corporation, capitalized at $100,000. Tax for incorporation in New Jersey..........ecccec cee ceeeees $25 00 Fees of a registration company.............eccen cease ee re 50 00- Annual tax in New Jerseyicc sci ticcssnaaviaiede asian tag wide 100 00 License fee and tax in New York... ....... eee ce eens 136 00 Annual tax in New York State (based on 6 per cent. dividends), 150 OU New Jersey corporation, total expense, first year.......... $461 00 New York corporation, capitalized at $100,000. The first year’s payment to the State of the same company, if incor- porated in the State of New York, would be as follows: Tax for incorporation in New York............ cece cece eens $50 00 Filing and recording fees to Secretary of State and County GlePK os. gece cain bt sacs ts Shad wee Seeee ee oe Se Ade ed dene aise 13 00 Annual tax (based on 6 per cent. dividends)................... 150 00- New York corporation, total expense, first year............ $213 00 Amount saved the first year by incorporating in New York State, $248 Xil ADVANTAGES OF INCORPORATION. New Jersey $100,000 corporation, second year. During the second year this company, if a New Jersey corporation, would pay as follows: Annual tax, in New Jlerseysecs agai neni aeaiivaiosasuetianenloa nein $100 00 Fee of a New Jersey registration COMpany........... ec eee eae 50 00 Annual tax in Néw York State... .c.e0sc.ceverseeweeseeacaces 150 00 New Jersey corporation, total expense, second year........ $360 00 New York $100,000 corporation, second year. As a New York corporation, its second year’s payment to the State would be one item, viz.: Annual tax (based on 6 per cent. dividends). .........2.eee eens $150 00 Saving for the New York company the second year $150, and at the end of the tenth year the saving to this $100,000 corporaticn would aggre- gate the sum of $1,598, being equivalent to a dividend of more than one and a half per cent. on the entire capital stock. In making the above figures the matter is not presented in as strong a light in favor of New York as might be, for the reason that in the illus- trations the supposititious corporations are placed upon a 6 per cent. dividend basis without making any allowances for the deductions and exemptions from State taxation to which certain domestic corporations are entitled. New York State should be chosen as the domicile for corporations of other States.— Thus far the effort has been largely restricted to illus- trations to prove that New York is the most economical and favorable State in which to incorporate an enterprise located within the State. Now it is proposed to make a statement along other lines and which in the opinion of the writer needs very little argument, as it is self-evident to any person who understands the system of State taxation of corpora- tions in New Jersey, Delaware and New York. The point to be made is that New York is a desirable State in which to incorporate companies which are operating and employing their capital in other States. In New Jersey a corporation is taxed annually upon its entire capital stock issued and outstanding, no matter whether the capital is employed in that State or elsewhere. The same rule prevails in Delaware. In New York the tax is computed only upon the amount of capital employed within the State; therefore, if a corporation is organized under the laws of New York and employs its capital elsewhere, the State Comptroller cannot collect any tax whatsoever from such corporation. On this account several of the large mining companies carrying on operations in the Western States and Territories have been organized under the laws of New York State, and thus have no annual franchise tax to pay. If a $1,000,000 mining company to operate in, say Arizona, were incorporated in the State of New York the incorporation expenses would be $513, a trifle higher than in New Jersey, where incorporation expenses would be $250; but New York State would exact no annual franchise tax. On the other hand, if this mining company were organized in New Jersey. it would be obliged to pay into the treasury of that State $1,000 annually merely for the sake of being a New Jersey corporation, besides paying there $50 per year to a registration company, and these expenditures ‘would bring no greater benefits or advantages than could be obtained by incorporation under the laws of the State of New York, where no annual tax would be imposed upon such corporation. Equitable State taxation.— A few weeks ago the writer of this article addressed several representatives of corporations at the rooms of the Board of Trade and Transportation in New York city during which he characterized the annual franchise tax of the State of New Jersey ag Strate or New York. X1iE absolutely unjust, for which he was criticised in the editorial columns of a New York newspaper. He adheres to the position then taken and desires to answer the argument touching the ease with which the annual franchise taxes in New Jersey may be computed in contradistinction to what is fallaciously termed the cumbersome system of the State of New York. To the person who has given the annual franchise tax law of the State of New York any fair amount of study it is not cumbersome or complicated. It certainly does provide for some exemptions, deductions and appraisals, merely because it was desired to make the tax as fair and equitable as possible. The New York tax, like that of New Jersey, is a franchise tax, but it is based upon and measured by the amount of capital of the corporation employed within the State, and in case the company is conducting an unprofitable business, and, on that account unable to pay dividends, the capital of the company is appraised, and the amount of its indebtedness deducted, so that its franchise tax is measured by what it actually possesses within the State. Now, in regard to the New Jersey annual franchise tax. It is claimed that this tax being fixed at one-tenth of one per cent. on the issued and outstanding stock, up to and including the sum of $3.000.000, regardless of the location of the property of the company, is a simple method. It certainly is a simple method. It is more than that, it is a combination of simplicity and injustice. In New Jersey a corporation pays a franchise tax annually into the State treasury, whether it has assets within the State or not. In striking contrast to such method a corporation organized under the laws of the State of New York and having its assets employed elsewhere pays no annual franchise tax whatever to the State, and in case a portion of its capital is employed within the State it is required to pay a tax only upon that portion of its capital thus employed. Possibly the annual franchise tax of New York State is not quite so simple in the method of its computation as that of New Jersey, because New York has aimed to measure the value of the franchise exercised by the corporation within the State upon the fair and equitable basis of the amount of capital actually employed therein, while New Jersey has made no ‘attempt to measure the value of the franchise by using the amount of the property of the corporation within the State as a basis of measurement. It has established a fixed and arbitrary basis, and if a corporation has been organized under the laws of New Jersey with a capitalization of $1,000,000, all issued and outstanding, it is required to pay an annual tax of $1,000, even though it has no capital employed within the State. If all of its. capital of $1,000,000 is employed within that State it pays the same annual tax of $1,000, and if only $100,000 of its capital is employed ‘within that State it likewise pays the same annual tax of $1,000, but as heretofore stated, a corporation organized under the laws of the State of New York and haying no capital employed within the State pays no annual tax whatsoever, and if it has capital to the extent of $100,000 employed within the State it pays a tax only upon the $100,000, notwithstanding that it has an issued outstanding capital stock of $1,000,000. Even if it were to be conceded that the critics are correct in their claim that the annual tax law of the State of New York is not entirely free from ambiguity, why should that be considered sufficient reason for the organi- zation of a corporation outside the State? If the corporation seeks its corporate rights in a foreign State it does not thereby escape any taxes imposed by the State of New York. It is subjected to precisely the same annual tax as a domestic corporation, provided it is carrying on business and has its capital employed within the State, and besides pays a license tax two and one-half times greater than the organization tax imposed on domestic corporations. On the other hand, if a corporation has its capital and business located in several different States there is every possible argument in favor of its incorporation in New York State, because here it is taxed upon, a fair and equitable basis, as above set forth, while. in New Jersey it is taxed upon its entire outstanding capital stock, regard- less of the location of the plant used in carrying on its business operations.. xiv ADVANTAGES OF INCORPORATION. Attachments against foreign corporations,— Corporations of other States carrying on business in this State are necessarily subjected to many inconveniences not incurred by domestic corporations. Under New York laws, as in other States, in the event of a suit being brought against a foreign corporation, a warrant of attachment may be issued the moment the summons is served and a levy may be made on any property, claim or demand owned by such corporation in the State. The claim upon which the action is based may be unjust and easily disproved on a trial of the ease, yet it is in the power of the person claiming to be a creditor to place the sheriff in charge of the property of the corporation and thereby work irreparable injury to its credit and reputation. During the panic years the downfall of many solvent foreign corporations capitalized by citizens of New York State, and doing business wholly within the State, was precipitated by the facility with which attachments are obtainable sgainst such corporations. The right to apply this remedy is a constant and dangerous threat to a foreign corporation of weak financial standing and a source of annoyance to a wealthy corporation sufficient in itself to be seriously weighed and considered. Public confidence.— Corporations organized under the laws of New York have always enjoyed a larger measure of public confidence than has been accorded those from other States. They have a higher standing and better credit in the commercial world. New York State occupies a pre- eminent position in the financial centers of the old world, and the bonds, stocks, and other securities of corporations organized under its laws find a better market both at home and abroad. There are numerous other matters pertaining to the State of New York as a vantage-ground for the formation of corporations in preference to other States that might be com- mented upon for the purpose of sustaining the contention of the writer that New York is the most favorable State in which to incorporate com- panies of all classes, whether the capitalization is in the millions or only expressed in thousands, but the limitations of this article will not permit. An effort has been made in the foregoing to briefly set forth in plain and non-technical language a few of the salient features of these laws. In conclusion the writer ventures the opinion that the next five years will prove to be a notable epoch in the history of corporations in this country, because of the fact that it will witness a reorganization under the attrac- tive laws of the State of New York of a vast number of corporations which are now existing under charters obtained in other States, TABLE OF CONTENTS. Note.— For the purpose of finding any particular provision, reference should be had to the index. Page. The General Corporation Law......... cece e cece seen renee renee 1-61 Schedule of Laws Repealed.............ssseeee 62-73, 27-273, 762, 866 The Organization Tax Law..........ssssessseeeeee aie BR Ani eS é 73 Table of Amounts Payable for Organization. ............ ae 5 License Tax upon Foreign Corporations..............0.. sap peaiete 16, 77 Fees of Secretary of State and County Clerk.................. 78, 79 Information as to Transmission of Papers and Payments... 79 The Stock Corporation Law........cccreeccvecccecrscerveeers 80-182 State Antitrust awe weds sds oecinaes oe haa ess eahde es tele ew 97-101 Federal Anti-Trust Law......... ccc ccc cnc ccc ce se ese eaccesee 101-103 The Business Corporations Law.........ccceeec secs c ov ceseees 183-207 The Transportation Corporations Law...........ceccceceseenes 209-270 Ferry Corporations ....... ccc cece cece cece cence cee senescence 209-214 Highway Law, Provisions Affecting................4. 213, 214 Navigation Corporations ..............06- SENG ies ele isvaetnes saree 215-217 Stage Coach Corporations ...........cseeveeves be Vs aie e 5 Re 217-219 Tramway Corporations ...... ccc cec cece ee re ee eevee eevesees 219, 220 Pipe Line Corporations............cccccee ven eevees aaa coarse 221-229 Gas and Electric Light Corporations................e.0005 229-239 Water-works CorporationS ........c. cess cece rene eee cenece 239-245 Telegraph and Telephone Corporations..............ceeeee 245-251 Turnpike, Plank-road and Bridge Corporations............ 252-270 Laws) Repealed, Dy ii ses« «sec cos sie o saigtie teh aieg 26s welds Heme 271-273 Miscellaneous Acts Applicable to Transportation Corporations.. 274-282 Mhe: Railroad. awe 2 seine ve spdidis ce eesiaes 0% ierera ce Sociale Cte ieiee escapees 283-456 Labor Law Provisions: isc. sccec ce cviee cs cee ced ew cesiaw eee wews 485-493, The New York Rapid Transit Act...........c sce cee cece eceees 501-563 Uiien ‘haw Provisions’. . ec issues. aclaeae oa 8 ace siana 9 eee ee a wear 493, 494 Miscellaneous Railroad Laws...........cccce cece cee reeeceeeaes 457-499 The Interstate Commerce ACt......... ccc sec cee ee cece ceeeeans 565-589 Miscellaneous Statutes Affecting Corporations Generaly....... 590-608 Penal Code Provisions.............. se ile oo SAR AA aE Abedin 609-640 Criminal Code Provisions. .......0-scesccsevecveccesveevesess . 641-645 xv Xvi TaBLE oF ContTENTS. Page. Civil Code Provisions........ A gaVa farea YaNeehistinng unis anive deer aols secccescen 646-663 The Condemnation Law.....csccccecsceccccccaccesees eee ea ews 666-691 Dissolution and Receivers...........++.- ates Gxbwuawetwrets coceccenee 692-737 Constitutional ProvisionS ........c.ccc cee ceee ewer ene eeecere eee 738-746 The Statutory Construction Law.......-.cccceeececeenceereere 747-762 Taxation of Corporations, State Laws Regulating.............. 763-862 Joint-Stock Association LAW. .......eeceeeeeeee sence receeeeeee 863-866 Revenue Stamp Provisions........ hae aaree naw sinkieiemien eeveeees 602Z-GUS. TPOrMmS) & ace ivencevierwvewewes CERT ER TREE TREN TER SESH ERE 867-1134 INGEX: tO: WOPMS. 0.66: eve sae acess ese wow ediece yar cieileaXanergaetniersite 1135-1142 General Index 2 . oo ecvccvcccccccvevesccccccsescescccscccsees 1143-1189 THE GENERAL CORPORATION LAW. Laws or 1890, Cuapter 563, Enrirrzep: “An Act in Re- LATION TO CoRPoRATIONS, ConstiTuTING CuapTER THIRTY-FIVE OF THE GENERAL Laws,” as AMENDED TO THE COMMENCEMENT OF THE LEGISLATIVE SEssion oF 1903.* Section 1. 2. 3. 4, 5. 8. 9. 10. 11, 12. 13. 14, 15. 16. 17. 18. 19, 20. ‘21, 22, 23. Tre Grenerat Corporation Law. Short title. Classification of corporations. Definitions. Qualifications of incorporators. Filing and recording certificates of incorporation. Corporations of the same name prohibited. 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. 563) was passed June 7, 1890, to take effect May 1, 1601. By the Laws of 1892, chapter 687, passed May 18, to take effect immediately, said law was wmended and entirely re-enacted, and has since been further amended, as appears on the succeed- ing pages. 2 Ssorr TItLe. The General Corporation Law, § 1. SEctTion 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. 36. Construction. 87. Law revived. 88. When notice or lapse of time unnecessary. 89. As to acts of directors. 40. Alteration and repeal of charter. Sxction 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, 60 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 Core Crassirication or 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 2. 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 ordera under membership corporations was also abandoned, and such orders now come within the scope of the Benevolent Orders Law. (Ch. 877, L. 1896.) ‘ 4 Derinitions. 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. DeEFINIrions. 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. 563, 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 ‘QUALIFICATIONS OF INCORPORATORS. The General Corporation Law, § 4. organized under the laws of this State. (People ex rel. Knickerbocker Press v. Barker, 87 Hun, 341; aff’d, 147 N. Y., 715.) 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. v. Orton, 32 Fed. Rep., 457.) As to monied corporations see People v. Board of Supervisors of New York (16 N. Y., 424; Tallmage v. 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 v. 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, 134 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 sec- 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. 1895, 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 Fitine anp Recorpine CertiricatTes oF IncoRPorRATION. 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. (In re N. Y., L. E. & 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.) i 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 incorporation. — Every certificate of incorporation including the corporate name or title and every amended or supplemental certificate, and every certificate which alters the provisions of any certificate of incorporation or any amended or supplemental certificate, hereafter executed shall be in the English language, 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 ig to be lo- cated, or, if it be a non-stock corporation, and such county be not determined upon at the time of executing the certificate of incorpo- ration, in such county clerk’s office as the judge approving the certifi- cate shall direct. All taxes required by law to be paid before or upon incorporation and the fees for filing and recording such certificate 8 Frurme anp Recorpine CERTIFICATES OF INCORPORATION. The General Corporation Law, § 5. must be paid before filing. No corporation shall exercise any corpo- rate powers or privileges until such taxes and fees have been paid. (Former section 3, L. 1890, ch. 563, as amended by L. 1892, ch. 687; L. 1895, ch. 672, and L. 1902, ch. 285.) By the amendment of 1895 the provision was inserted requiring certifi- cates to be in the English language. The words, “ including the corporate name or title,” were inserted by L. 1902, ch. 285. 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 privi- lege of organization and for increasing the capital stock of corporations, 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 y. Galusha, 81 Hun, 247; aff’d, 151 N. Y., 648.) 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 a body politic and corporate is to be ipso facto created, only exists in behalf of those who bring themselves within the terms of the act. (People ex rel Blossom v. Nelson, 46 N. Y., 477; People ex rel. Davenport v. 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.) - Fitine anp Recorpine CrerriricaTEs 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 injunc- 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; Baton 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 v. Aspinwall, 19 N. Y., 121; affirming 3 Abb. Pr., 417.) 10 Corporate Name. The General Corporation Law, § 6. § 6. Corporate names. — No certificate of incorporation of a proposed corporation having the same name as a corporation authorized to do business under the laws of this state, or a name so nearly re- sembling it as to be calculated to deceive, shall be filed or recorded in any office for the purpose of effecting its incorporation, or of authoriz- ing it to do business in this state. A corporation formed by the rein- corporation, reorganization or consolidation of other corporations 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 corporation shall be hereafter organ- ized under the laws of this state, with the word trust, bank, banking, imsurance, assurance, indemnity, guarantee, guaranty, savings, invest- ment, loan 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; L. 1895, ch. 672; L. 1900, ch. 704; L. 1902, ch. 9.) Heretofore a domestic corporation could be formed with a name resembl- ing that of a foreign corporation, and a foreign corporation was permitted to obtain a certificate of authority to do business within the State, even though its name conflicted with that of another foreign corporation pre- viously authorized to do business in the State, but the amendment of 1902 broadens the prohibition so as to prevent both of such infringements upon the name of any foreign corporation that had theretofore received a certifi- eate of authority. When the term of existence of a corporation has expired by limitation, the same corporate name may 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. (De Long v. De Long Hook & Eye Co., 89 Hun, 399.) A corporation 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. S. Mortgage Co., 83 Hun, 572.) A corporation which has for years used the corporate title ‘““ Roy Watch Case Co.” is entitled to enjoin a rival and lately constituted corporation from employing the name “*Camm-Roy Watch Case Co.” (Roy Watch Case Co. v. Camm-Roy Watch Case Co., 28 Misc., 45.) Where an individual sells his business to a corporation, including the good will, with the sole right to use his name, the corporation will be entitled to an injunction restraining such individual from receiving mail addressed to his name which relates to goods sold by the corporation. (Dr. David Kennedy Corpn. v. Kennedy, 36 App. Div., 599.) The use of the trade-mark, “ The Little Antique Shop,” is an infringe- ee upon the name, “The Little Shop.” (Crawford v. Laus, 29 Misc., 248. 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 Corporate NaMeEs. 11 The General Corporation Law, § 6. business of the same kind and gained a reputation which goes with the name. (Chas. 8. Higgins Company v. Higgins Soap Company, 144 N. Y., 462, revsg. 71 Hun, 101; De Long v. De Long Hook & Eye Co., 7 App. Div., 33; Meneely v. Meneely, 62 N. Y., 467.) The name “The Tuerk Water Meter Company ” is an infringement of the name “ The Tuerk Water Motor Company.” (Tuerk Hydraulic Power Co. vy. Tuerk, 92 Hun, 65.) The name “ Buffalo Commercial Bank” does not infringe upon “ Bank of Commerce in Buffalo.” (In re Bank of Aitica, 35 St. Rep., 708, 12 N. Y. Supp., 648.) “The S. Howes Co.,” engaged in manufacturing grain cleaners, is entitled to enjoin ‘‘ The Howes Grain Cleaner Co.” from using the name “ Howes.” (The S. Howes Co. v. Howes Grain Cleaner Co., 24 Misc., 83, and cases therein cited; same case, 19 App. Div., 625.) Where a foreign corporation does business within the State without complying with the statutes, and a domestic corporation, subsequently organized, innocently adopts the same name the latter will not be restrained from using such name. (American Tartar Co. v. American Tartar Co., 57 App. Div., 411.) A corporation duly formed under the laws of this State has an absolute legal right to reincorporate under the corporate name adopted by it under its original incorporation. (People ex rel. U. S. Grand Lodge of Order of Brith Abraham v. Payn, 161 N. Y., 229, aff’g 43 App. Div., 621.) The right of one to use his own name in his own business is very differ- ent from the lending or giving of his name to a corporation with a view of making it similar to that employed by other persons in the same kind of business. (De Long v. De Long Hook & Bye 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 St. Rep., 151, 2 N. Y. Supp., 296; Matter of U. S. Mer. R. & Col. Assn., 22 St. 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 St. Rep., 71; aff’d, 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), sec- 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 Corrorate Namzs; CHance oF. 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.— » ABE esrecaavaevn awit. Be dice aeeeeas Alle se ® SO Sinan hea eaters OA econ tober meters oe Tel iWeiiebeuuaneuce ONT os ceuade casa ™ 1883...... Sah tty BOB. .ceeecceceeeet’ All. ASSS ake moe vcdawee Bac euceoxeeen rat LEB cow uaa narene wae Bhi cncenceeesee : 10 SoHEDULE OF LAWS IKEPEALED. The General Corporation Law. Laws of Chapter Sections. 1883........ aS ieiaheraets BOB ie sees ease ale wal aiaieiee All 1888. ci aseinrndw ewes OO Ried tiene ache wea. All. TSS Sis cassie e eearw sce’ BB Giecccg anaes eine w whavenbe All L888 i iscsi Siw a gjenioive OBE sain cre ihiavs delciier ws) acanats All L883e cca keawresiweee O88 sce eea al dae ae coh All TS388 ous ews swe wed ee FO Die audrce gre auerone aaa All WBS Orso eadate we wratene AOD. blcgiid dratetintleny wridals te All UB BS sieves co is wl steigierice setae 483 ocd esis was All. EB BS 5 sce its sretisce rere ea AQT sa. ac i srentisitete steve tase All 1S BS eae wisaeeaewi elec DAO) ies ai getting ape canis tga ar All DOB 4 ore aia eceid ee el be cnet LOD aati wuecels ha wiehsats All O84. oad Sowa sree 208 stein wonawsielees All US 8 Ave aistacnseyeveraitealoveu ye DOD wis saiie cd 6 Loa easier eens All NSS aie aw ewes aves DOD hs Ge ea bin eco see steeeis All S84 asicinnaweadiawe ise 26 (sedi pear du alate eiecets All NBS iitaesd Sos eosin ieee SOM h euae te arene ae wae All 1884....... Wisteawraeenes BBG es wwienvis aves « All. SBS ck etevacereienaierevelw-e DO es tu suwiee Capex All 18845 oS ascsicisieawens AON ie sie) a oraita\ante Vine aso All 1884....... ie a etasaiaee ADD cas 6s ee ncaa sala saves All. LOSE einen eeeawle ees 48D 6 si eielaninrer wasn All VOB A a. 6s -bheansusceienerai sete BA satca asin. see ae 054 Ratenare All DB 84x, icp lehaeecerwar uns iacindie odie we meanne All 1B 85 psa tnawawe saan OAs tras dunt ener te auhatenerte All VO 85s scsiseiniece wie d-esa erate ce He Laine i male aber wea We All DO BD eri iesseiatadeienar teasers DD ss se cacereceew wae ile’ 'o All. 1885....... Sige tee wa DBs ad: SR even wiwte All UBB sx ansnieveiieve'ieapaveiaie nieve Nasik ace eeatashcd All LSB Dis artnet eanaraystenee x DO Dis. gcaite ines sp eyengieiiale ois All LO BD sinigesewna sits Seas DO Dire aie a okab aden eerese are All TBS is weet ees y owe ea BO ores aaae eae os All TB RS sahiats eis eee ccdiaiee WDD seed Osaiawae a ewes All DSB Dscsiess:s'ssay ene auee-c las BS Os > wishavancnatevereetanalers All 1885..... a esinee wee as EDO ah Sh ini tre eh Se All UBB is ciesara-aiwrareinve dee: eue Deis wslnaema seis i All. VS85 isacersie sree aves. bare DEO sa sad os sie a areas All BR ess 85a seieeisiiers DA Orestes oar een sotn eds .-. All ISOS cseusewisiawawene GOl2 cic cy veawvaces All. ASSO vines s omsineeweews: LOLs oy a nya valde carpe s All. MBs 8h a5) sree sachcar win ed anh bob eealor ics weap All. LSBU caren nsninwe Matin Dole ee daccauyasenua de All. ScHEDULE oF Laws Reprarep. val The General Corporation Law. Laws of Chapter Sections. 1886...... bSiReRe wees OLD sic Hare wanes a adie bare All PBBG™ pcscrere oj aerene penne BOBS outene coe eis All 1886.........4. ane 45 esicie seen es en een All 1886......000. aoe SUS eee keeles ea es All 1886........-. sespiavietce: OD ONL 3 ics 5 eatin ie, 4c dansele ee anet All 1886........ ogi aheletegess SMe aviv nee ees eed ee All 1886......06. $eieeiatae DB Oreos eases: 6 wade All 1886...... eiatahe corso eres DOD. ical ar thay bs ave Ragga All 1886 ).5. eee seen a aise GOD ce eater ar as eee Rie ee All 1886....... taverns OOD. aw einen e ees All 1886... ..ce00- ereceereia OBA ais phir ienss are eter All 1886...... peeewsecss GEDiecee renee owen All 1881s ss beew ee ee ons ADO a siisetece ice saves wee W All ISST eh iiinisnees ae ASO cede se keoe ne eex All DB BYE occ. o ois ea eibneteeteseee BOG sso wie ww ol eee ete All ISS Tietawre desiare'e sees BLO coe cca acetal ap wibsece % All 1887....... dalele wa asco G16 sos cereeteo ene All 1887... ...008 Grate leis aes C22 iis awenisaiere Se eee's All 188 lisse wiceeareion wiisioss NDE od OS Rea All 1888. 2% 08s e os seisie lee 189 sseuieeeeeeete ole < All 1888.......06. Reveeied DOG ws ciciew awe wee ele aie All TBSB isu oe ererereat eres et DUB eee ira Rea a All 1888 . occ cavewsen sc O00 Ss see eee eee All 1888........ vine gaaoee B04 vas kee ER OO oS All 1888 os ewewe eres wes AN oak acca na Secale tee ai All 1888..... Heat ater oe AOD ociae sive eer aes. All 1888........ istareieeceie DAS eid ches Sek eS ERO a All 1888 s.0's-0d eee acess om Bde scsi as gas ec aoe'e ts All DBSB iscricaavele’s oleaee ee BAD i awe sae waa ee All 1888 i366 ev iee ed cane ees OOo oo sicase asc wane hae’ All 1889 ici Gtsr seis tees DD whe te eRe noes All 1889 i sie Since es IGiccins tastes saa All 1889 i aieieitee ae See DOS ace avensiie wai sacar All V889 is teis eeeyseperg-apsi e's W36 owas waies eee 5‘ All 1889 noc acces Ra as QD isa aian hare ca fate set ert All 1889....... Sraishalessiavese QSL er cane eK Re All 1889....... Sede eee gel a: OOD oval doi big a niece Baetae All 1889... ccc ecw ee en ees SOO nie mes caress Se All 1889. sees cee ewes BIG aces ange eee All *So in the original law, although erroneonsly printed as 1887 in the Session Laws of 1892, page 1922. 72 ScuEpu.e or Laws Repearep. The General Corporation Law. Laws of Chapter Sections. 7 1889 se eis seca ey OD wa eden creo es cect oA 1889 vscascc cu ew as vin MODES Ce wea meeinge ea, All, 1989. ceceassscaseeds DOLssadcweesawwscee JAM, BS Dissicteie sch biaig oat este DOO A cree wld Mma mene raven All. LBB Ose case can prexpie seca aaron ix DOL aie sone-s ti ve aeneansy HALL 1890 i ces rekeeerewws Voie cokes eas All. L890 wwe Geeenadeea. OS ina vardcaa seas All. 1B9O iced: LIS ca wee enn i aSewasee ara All. L890 ie caniaaweaveaw 1938 acne ane bo Secale ary All. AGO. seseveeweeniew BOR. sasectsereass Ble IBUOs saweavewdewiaes ALG ices a werdaavaee calle ISO veven vatican ease Bl ves ceegeusaswaca aul, ISIO creas sdwnioweg ABOuesy saws setieegu'e GALL, DNs teeawtenneweuss AO Tess eanneawcaseas ll TBO. cote ree nwenn DUDes ese oes éiooees eAll, IBOO sch gneinwm eens: BOBRMA V6 oaayoeewnn DU 1890...... ia Reels + DE cue seuvewemenan LL: ASA oo exeraedewscws. Ub edirsunaawncxs ... Ald DOO lees conan s Seay ks Ol ie euneeeidid oo DL DES E le eeeamiien “ONaecs.:, reoweee 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 Corpt rations Law for any of the purposes within the scope of said law. . Tax Upon OrGanizaTION. "3 Statutory Payments for Incorporation. TAX UPON ORGANIZATION. PRovisions OF THE Tax Law 1n RELATION TO THE PAYMENT OF OrGaNiIzATION 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-twentieth 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. Provided, that in no case shall such tax be less than one dollar. Such tax shall be due and payable upon the incorporation of such corporation or upon the in- crease of its capital stock. Except in the case of a railroad corpo- ration neither the secretary of state nor county clerk shall file any certificate of incorporation or article of association, or give any certificate to any such corporation or association until he is fur- nished 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-opera- tive associations. A railroad corpcration need not pay such tax at the time of filing its certificate of mcorporation, but shall pay the same before the railroad commissioners shall grant a certificate, as required by the railroad 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 am’d by L. 1897, ch. 369 and L. 1901, ch. 448.) The amendment of 1901 reduced the tax payable under this section from one-eighth to one-twentieth of one per cent. 747 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 tay 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. Hickemeyer Field 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. 480, 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., 448; 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 Bus!- ness Corporations Law is not required to pay an organization tax. (Inr Consolidated Kansas City S. & R. Co., 13 App. Div., 50; overruling Matter of N. Y. & Suburban Investment Co., 16 N. Y. Supp., 218; 40 N. Y. 8 Rep., 139.) Tax Upon OrGanizaTION. 5 Statutory Payments for Incorporation. Organization Tax TasLe, SHowing ONE-TWENTIETH OF ONE Per Cent. on Various Amounts. Capital stock. Tax. | Capital stock. Tax. * The statute, Tax Law, § 180, as amended, provides that one dollar shall be the minimum amount of organization tax to be paid by any corporation. 76 License Tax Upon ForricN CorPorRATIONs. Statutory Payments for Incorporation. LICENSE TAX UPON FOREIGN CORPORATIONS. Laws or 1896, 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, except banking corporations, fire, marine, casualty and life insurance companies, co-operative fraternal in- surance 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 or- ganized 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; and if any year thereafter any such corporation shall employ an increased amount of its capital stock within this state, the same license fee shall be due and payable upon any such increase. The tax imposed by this section on a corporation not heretofore subject to its pro- visions shall be paid on the first day of December, nineteen hundred and one, to be computed upon the basis of the amount of capital stock employed by it within the state during the year pre- ceding such date, unless on such date such corporation shall not have employed capital within the state for a period of thirteen months in which ease it shall be paid within the time otherwise provided by this section. No action shall be maintained or re- covery had in any of the courts in this state by such foreign cor- poration without obtaining a receipt for the license fee hereby imposed within thirteen months after beginning such business within the state, or if at the time this section takes effect such 2 corporation has been engaged in business within this state for more than twelve months, without obtaining such receipt within thirty days after such tax is due. (L. 1896, ch. 908, § 181, as amended by L. 1901, ch. 558.) License Tax Upon Forrian Corporations. u7 Statutory Payments for Incorporation. By the amendment of 1901, chapter 558, the exemption theretofore existing in favor of foreign corporations “ wholly engaged in carrying on manufactures in this State” was stricken out, and a provision inserted placing such corporations upon the same basis as other foreign corpora- tions respecting this license tax. Another new provision is the require- ment that when any corporation subject to this license tax shall employ an increased amount of capital stock within the State, the same license tax shall be payable upon such increase. It will be noticed that the rate of this tax, payable by foreign corpora- tions for the privilege of doing business within the State, remains at one-eighth of one per cent., while the rate for the organization of domestic corporations has been reduced to one-twentieth of one per cent., thereby intentionally discriminating in favor of the organization of corporations under the laws of the State of New York. When the foregoing section was first enacted, with the other sections of chapter 908, Laws of 1896, to take effect June 15, 1896, it embodied, with certain modifications, the provisions of chapter 240, Laws of 1895, but the latter act was continued in force until foreign corporations that had commenced business within the State prior to June 15, 1896, shall have paid the tax due under said act. The provisions of the foregoing section cannot avail as a defense to an action brought by the assignee of a foreign corporation which has not paid the license fee in question, where the defendant merely introduces inconclusive testimony tending to show that such corporation was doing business within the State at the time of the trial of the action, and offers no proof in this regard as to any anterior period. (Stern v. Childs, 26 Misce., 419.) The fact that a foreign corporation, more than thirteen months after: beginning to do business in the State, and at the time of commencing an action, had ceased to do business, does not exempt it from paying the license tax. (Kinney v. Reid Ice-Cream Co., 57 App. Div., 206.) Where a foreign corporation has been doing business within the State for more than thirteen months without having paid a license tax, it has no right to maintain an action in the courts of this State, and its assignee can have no standing in court, for the reason that the assignee cannot be in a better position than the assignor. (Kinney v. Reid Ice-Cream Co., 57 App. Div., 206.) This case was decided prior to the enactment of chapter 538, Laws of 1901, amending section 15 of the General Corpora- tion Law. Said amendment expressly provides that the assignee shall have no right of action in the State courts where the assignor, being a foreign corporation, has failed to comply with the provisions of said section. An answer, interposed in an action upon a bond given to obtain an attachment, alleging that the plaintiff’s assignor, a foreign corporation, although not doing business in the State at the time of the commence- ment of the action, had previously done so for over thirteen months, and had not paid the license tax, is not demurrable. (Kinney v. Reid Ice- Cream Co., 57 App. Div., 206.) 78 Fiting anp Recorpine FEEs. Statutory Payments for Incorporation. For provisions requiring foreign corporations to obtain a certificate of authority to do business within the State and the proof to be filed with the Secretafy of State in order to procure said certificate, see sections 15 and 16 of the General Corporation Law, and see also notes under said sec- tions for numerous important decisions affecting such corporations, Ferers Payasie To SECRETARY OF STATE AND County CLERKs, SECRETARY OF STaTE.—The fees to be collected by the Secretary of State, in connection with corporation certificates, are regulated by the Executive Law (L. 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; 3. For a copy of any paper or record not required to be certified or otherwise authenticated by him, ten cents per folio; '4f 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. For acertificate 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 (L. 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. Fitine anp Recorpine Fess. "9 Statutory Payments for Incorporation. County CLrrKs. — 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: § 3304. 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. ® % * # x % ® % 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 PapERsS AND PayMENTSs. 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-twentieth 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 certificates 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 Tnpbiectionable, give notice to apply the tax and issue receipts therefor. i THE STOCK CORPORATION LAW. - Laws or 1890, Cuarrer 564, Entiruep, “ Aw Act in Reta. TIon To Stock Corporations, ConsTiTuTine CuapTer Turrry- SIX OF THE GENERAL Laws,” as AMENDED TO THE CoMMENCE MENT OF THE LEGISLATIVE SESSION oF 1903.* Tue Stock Corporation Law. ARTICLE 1. GENERAL POWERS; REORGANIZATION. (§§ 1-8.) 2. DIRECTORS AND OFFICERS; THEIR ELECTION, DUTIES AND LIABIL- ITtES. (§§ 20-34.) 3. STOCK; STOCKHOLDERS, THEIR RIGHTS AND LIABILITIES. (§§ 40-62,) 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. 8. Relative to corporate mortgages. Section 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, L. 1890, ch. 564, as amended by L. 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 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 * 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, sald law was amended and entirely re-enacted, and has since bees further amended, as indicated on the succeeding pages, Powrr to Borrow Monry anp Morteace Property. 8st The Stock Corporation Law, § 2. of which also contains the provisions peculiar to, and having especial bearing 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 prop- erty.*— In addition to the powers conferred by the general cor- poration law, every stock corporation shall have the power to borrow money and contract debts, when necessary for the trans- action of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; and it 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 said purposes. Every such mortgage, ex-_ cept purchase. money mortgages and mortgages authorized by _ contracts made prior to” May first, ‘eighteen hundred and ninety- one, shall be consented to by the holders of not less than two-~ thirds of the capital stock of the corporation, which consent shall be given either in writing or by vote at a special meeting of the stockholders called for that purpose, upon the same notice as, that required for the annual meetings of the corporation; and: a certificate under the seal of the corporation that such consent. was given by the stockholders in writing, or that it was given by vote at a meeting as aforesaid, shall be subscribed and acknowledged by the president or a vice-president and by the secretary or an assistant secretary, of the corporation, and shall be filed and recorded in the office of the clerk or register of the county wherein the corporation has its principal place of business. 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 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, and L. 1901, ch. 354.) For forms of consent, mortgage, bonds, coupons, etc., see post, forms Nos. to 32. For form of corporate promissory note, see post, form No. 33. * For provisions applicable to mortgages executed by raflroad corporations, see the Rallroad Law, section 4, subdivision 10. 82 Power to Borrow Money axp Morreace Property, The Stock Corporation Law, § 2. Rights which arose under above section prior to April 16, 1901, upon which date the last amendment took effect, were preserved by section 5, chapter 354, Laws of 1901, which reads as follows: “This act shall take effect immediately, but shall not affect any action or proceeding pending in any court at the time it takes effect or any right of any creditor of any corporation or of any stockholder against any director under existing law, providing action thereon be commenced within six months after this act takes effect, except as in this act other. wise provided.” By the terms of this section, as above amended in 1901, the consent to mortgage may be given by the holders of at least two-thirds of the capital stock of the corporation, either in writing or by vote, cast either in person or by proxy (see General Corporation Law, section 21) at a special meeting called for that purpose, upon the same notice as that required for the annual meetings, and in either event a certificate under the seal of the corporation must be executed setting forth that such consent was given by the stockholders in writing, or that it was given by vote at such special meeting, as the case may be, which certificate is to be signed by the president or a vice-president and by the secretary or an assistant secretary of the corporation and filed and recorded in the office of the clerk or register of the county wherein the principal place of business of the corporation is located. A further change, made by the amendment of 1901, is an enlargement of the power to borrow money secured by mortgage, the maximum limita- tion restricting the amount of mortgage indebtedness having been stricken out, thereby enabling the corporation to incur a mortgage indebtedness for the lawful purposes of its business to any extent that its credit and security will permit, without reference to the amount of its capitalization. Heretofore provisions which were essentially a continuation of the for- mer limitations of this section were contained in section 24 of this lav, which prescribed as a penalty upon directors voting for an overissue of bonds personal liability to the holders of the bonds illegally issued for the amount held by them, and to all persons sustaining damage by such Prior to the enactment of the Lien Law, the recording of mortgages executed by railroad corporations was 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 was 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 atd personal property of corporations, 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 of 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 Morteace Prorerry. 83 The Stock Corporation Law, § 2. illegal issues for any damage caused thereby, but said section 24 was ‘repealed by chapter 354, Laws of 1901, so as to leave nothing in conflict with the liberalized features of the foregoing section. In connection with the above section, see, also, section 8 of this law, post (added by chapter 354, Laws-of 1901), which provides that when a mortgage recites that it has been duly authorized by the holders of the requisite amount of stock, such recital shall be presumptive evidence that the law has been complied with, and if the mortgage bas been recorded for one year and interest has been paid thereon, it becomes valid, even though irregular in the method of its execution. This provision prevents the security of underlying corporate bonds being invalidated, and thereby protects the purchasers of such bonds. 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). The original directors named in a certificate of incorporation become directors by virtue of the direct command of the statute, not through an election by stockholders, and are clothed with all the powers of the cor- poration and authorized to make any contract in its behalf that it is capable of making. (Hamilton Trust Co. v. Clemes, 163 N. Y., 423, aff’g 17 App. Div., 152.) A mortgage given by a corporation in an effort to perform a legal obli- gation to give a first mortgage upon its assets, under a contract entered into by such directors with another corporation, which is fully performed on its part, is valid in equity as against junior judgment creditors, even upon the assumption that there was a failure to observe certain statu- tory requirements. (Hamilton Trust Co. v. Clemes, 163 N. Y¥., 423, aff’g 17 App. Div., 152.) The directors named in a certificate of incorporation become such by virtue of the direct command of the statute, and not through an election by stockholders. (Id.) A corporation and its creditors are estopped as against the mortgagee, so long as it holds the benefit of property acquired under a mortgage, from raising the objection that the necessary consents of stockholders were not given. (Hamilton Trust Co. v. Clemes, 17 App. Div., 152.) Interest coupons detached from bonds and delivered to a third person and becoming due before the mortgage securing bonds was acknowledged are not entitled to payment out of the proceeds of the sale of the mort- gaged premises. (Holland Trust Co. v. Thomson-Houston Hlec. Co., 62 App. Div., 299.) 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- trie 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. 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. (See State Trust Co. v. Casino Co., 19 App. Div., 344, overruling in effect Same v. Same, 5 App. Div., 381.) 84 Power to Borrow Money anp Morreace Prorrrry, The Stock Corporation Law, § 2. A mortgage executed by a corporation, in a condition of insolvency, upon its property, in excess of its value, to secure an issue of bonds, intending to give such bonds in payment of its debts to such creditor as would accept them, and to pay the non-consenting creditors the pro ceeds of the remaining bonds, or leave them to their legal remedies against the equity of redemption of such mortgage, is invalid, its effec being to coerce the creditors into extending the time for payment of their debts, by leaving the non-consenting creditors without security, (Jenkins v. John Good Cordage & Mach. Co., 56 App. Div., 573.) Where a corporation is in the hands of a receiver appointed in fore closure proceedings under a mortgage given to secure its bonds, a holder of its past-due coupons gains no preference by levying under a judgment obtained by him upon such coupons, on personalty of the corporation included in the said mortgage, when it has been duly recorded where its real estate is located, as under Laws of 1868, chapter 779, amended by Laws of 1895, chapter 529, such recorded mortgage need not be filed or refiled as a chattel mortgage. (Guaranty Trust Co. v. Troy Steel Co, 33 Misc., 484.) The court will not, in order to deprive one of the status of a bona fide holder of corporate bonds, assume that a demand for the payment of past-due interest had been made so as to mature the bonds before the purchase merely because of the commencement, before that time, of a suit to foreclose the mortgage securing the bonds, which, for some undis- closed reason, was discontinued. (Buffalo Loan, Trust & Safe Deposit Co. v. Medina Gas & Electric Light Co., 162 N. Y., 67, aff’g 12 App. Div, 199.) Corporate bonds do not stand dishonored upon their face and deprived of their negotiability so far as to prevent a transferee from acquiring the status of a bona fide holder, because eight coupons representing past-due interest are attached thereto, notwithstanding that the bonds provide that they shall become due, principal and interest, upon default in pay- ment of any installment of interest for six months after maturity and demand. (Buffalo Loan, Trust & Safe Deposit Co. v. Medina Gas & Electric Light Co., 162 N. Y., 67, aff’g 12 App. Div., 199.) Where a mortgage of all its property, made by a corporation to secure the principal and interest of its bonds, includes future earnings, and pro- vides that until default the mortgagor shall have use of the earnings in conducting its business, and that upon default the trustee may go latd possession, and appropriate the earnings to the payment of the mortgage debt, the mortgage does not, as against general creditors, operate as 4 lien upon earnings until actual entry and possession under it. (N. ¥. Security & Trust Co. v. Saratoga Gas & Electric Light Co., 159 N. Y., 137, revsg. 30 App. Div., 89.) Mortgages executed in violation of section 48 of this law may be attacked by a person who, after such mortgages were recorded, but, 0 the same day, obtains judgment in an action brought against the corpo ration to recover damages for personal injuries. (Munson vy. Genesee Iron & Brass Works, 37 App. Div., 203.) The fact that mortgages were given to secure just obligations against & corporation, and were not fraudulent as against creditors, is imma Power to Borrow Monzy anp Morrcace Proprertry. 85 The Stock Corporation Law, § 2. terial, where it appears that the mortgagees knew that they were exe- cuted in contemplation of its insolvency. (Munson v. Genesee Iron & Brass Works, 37 App. Div., 203.) A railroad mortgage which provides that, on a prescribed default in the payment of interest on the bonds, the trustee named in the mortgage might take possession of the mortgaged property and operate the road in order to pay the interest and principal of the bonds entitles such trustee as against a permanent receiver appointed upon a dissolution of a corporation to operate the road. (Matter of New Paltz & Wallkill V. R. R. Co., 26 Mise., 324.) A holder of corporate bonds which are pledged as collateral for his debts, who takes up the coupons as they mature and cancels them to protect the credit of the company, is not entitled to have them partici- pate in the proceeds of a foreclosure of the mortgage as against: the pledgee, but they may participate as against all other parties in interest. (Atlantic Trust Co. v. Kinderhook & Hudson R. Ry. Co., 17 App. Div., 212.) Corporate bonds not actually issued and past-due coupons cut from bonds at the time they were issued, and retained by the company, cannot participate in the distribution of the proceeds of a sale of the mortgaged property. (Atlantic Trust Co. v. Kinderhook & Hudson R. Ry. Co., 17 App. Div., 212.) Where directors have, upon a statement to stockholders showing the solvency of a corporation, obtained their consent to the issue of bonds to procure an alleged necessary loan, the conduct of such directors in subsequently voting to one of their number a very large bonus, which is to be shared by other directors and which was given under the sub- sequent claim that it was necessarily paid to float the loan, as the cor- poration was practically insolvent, is unconscionable, being an attempt by trustees to enrich themselves at the cost of their trust. (Com’l Nat. Bk. v. Syracuse R. T. Ry. Co., 25 Misc., 36.) An agreement between the receivers of a railroad company and a trustee of a mortgage given by such company to secure its bonds, to prevent competition at a foreclosure sale, is void. (Atkins v. Judson, 33 App. Div., 42.) There is nothing malum in se or malum probibitum in the act of a cor- poration in lending its credit to its president, or in mortgaging its property for his debt. If the stockholders do not assail its validity and no rights of creditors intervene, there can be no legal objection to the mortgage. (Osborn v. Montelac Park, 89 Hun, 167; aff’d, 153 N. Y., 672. See, also, Quee Drug Co. v. Plaut, 55 App. Div., 87.) The right of bondholders to sue is not affected by a provision intended merely as a further assurance to investors in the bonds. (Townsend v. Colorado F. & I. Co., 16 App. Div., 314.) The rights of stockholders are subordinate to those of creditors, and the courts will not approve any judgment which directs a sale of all the corporate property in the interest of a stockholder, or of one particular class of stockholders, which makes no provision for the payment of creditors. (Drake v. N. Y. Suburban Water Co., 26 App. Div., 499.) On the foreclosure of a mortgage executed by a corporation which, subsequent to its execution, consolidated with another corperation, under 86 Powrr to Borrow Money anp Morteace Property, The Stock Corporation Law, § 2. an agreement that the mortgage should be the obligation of the consol. dated company as to the entire issue of bonds, the court, without decid. ing whether the provision in the mortgage subjected any after-acquired property to the mortgage lien, held that the provisions of the consolidation agreement with reference to the mortgage were conclusive upon the stock- holders who voted for such agreement. (Drake v. N. Y. Suburban Water Co., 36 App. Div., 275.) Interest coupons, payable to bearer, and attached to bonds issued by a corporation, are negotiable promissory notes, and, if they are lost, the owner may maintain an action thereon, under section 1917 of the Code of Civil Procedure, upon giving a bond of indemnity, although the mortgage requires their presentation and surrender for payment. (Rolston v. Cen- tral Park, North & East R. R. R. Co., 21 Misc., 439, aff’g 20 Misc., 656.) Under a guarantee of punctual payment of principal and interest of bonds ‘when and as the same shall become due and payable,” the guar- antor is liable for the principal where the mortgage trustee, pursuant to the terms of the mortgage and deeds, declares the same due and payable because of non-payment of interest. (Dougan v. Evansville & T. H. R. R. Co., 15 App. Div., 483.) A guarantee of the payment of a bond does not accompany a coupon which has been severed and transferred to another person. (Clokey v. Evansville & T. H. R. R. Co., 16 App. Div., 304.) Where an action is brought upon a coupon of a negotiable bond issued by a corporation, it is entitled to show that the plaintiff received the bond in bad faith, knowing that it was stolen and that he did not part with value for it. (Wisner v. Osteyee Bros., 23 Misc., 123.) Legality of a mortgage, not limited in its amount, given to secure bonds to be used in taking up outstanding issues, and also to secure further bonds, which are only to be issued with the consent of stock- holders, considered. (Flynn v. Coney Island & Brooklyn R. R. Co., 26 App. Div., 416.) The refiling of a mortgage executed by a corporation, upon a leasehold interest in real property and also upon chattels, which has been once duly recorded and filed, is not necessary, as the leasehold interest is a ehattel real and not within the scope of the words “ goods and chattels,” used in chapter 279 of the Laws of 1833. (State Trust Co. v. Casino Co, 19 App. Div., 344, 46 N. Y. Supp., 492, aff’g 18 Misc., 327.) 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 enforcible by him, in case of refusal or neglect on the part of his trustee to act for him upon request. (O’Beirne Vv. Allegheny & Kinzua R. R. Co., 151 N. Y., 372, aff’g 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 mait- tain an action for specific performance where the trustee neglects of 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, aff’g 80 Hun, 570.) A corporation cannot acquire the majority of the stock of another cor Power to Borrow Money anp Mortaace Property. 87 The Stock Corporation Law, § 2. 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 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, revsg. 78 Hun, 213.) 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, ete., 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- acquired property, and the actual lien of the mortgage upon after- acquired property is prior to the lien of subsequent attaching or judg- ment creditors. (Platt v. N. Y. & Sea Beach Ry. Co., 9 App. Div., 87, aff’g 17 Misc., 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.) 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 corporation is not authorized by the statute. (Id.) 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.) 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- Houston Electric Co., 9 App. Div., 473.) 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 elerk’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 mort- gage, 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., 737.) 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 38 Powrr to Borrow Monry anp Morteace Property, The Stock Corporation Law, § 2. third parties have intervened, is estopped from attacking the validity such mortgage. (New Britain Nat. Bank v. A. B. Cleveland Co, 9 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 bug. ness 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 cannot give the 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 Sav. 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 §. Co., 9% 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 v. Barcelona Ap. Assn., 31 N. E., 613, 45 St. Rep., 784; aff'd, 134 N. Y., 598.) The assent and mortgage may be filed and recorded simultaneously. (Roch. Sav. Bk. v. Averell, 96 N. Y., 467; Everson v. Eddy, 36 -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 8. Co. v. Whitin, 69 N. Y., 328, 20 Hun, 355; Lyceum vy. 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 orgal- ization as such. (Lord v. Yonkers Fuel Gas Co., 101 N. Y., 613.) 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.) Power to Borrow Mowry anp Mozrreace Property. 89 The Stock Corporation Law, § 2. The proviso, in respect to the assent of shareholders, is for their pro- tection. (Greenpoint Sugar Co. v. Whitin, supra; Rochester Sav. Bk. vy. 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., 131.) 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 stock- holders. It was also agreed that a mortgage given should be foreclosed and the proceeds applied to the satisfaction of the debts. Held, that such parties could not turn their payments of debts, including bonds, into a purehase of an equity as against holders of similar bonds who had pur- chased the same for value. (Shaw vy. Saranac Horse Nail Co., 78 Hun, %.) Hypothecation 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.) 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. (Ettlinger 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 the indebtedness to be secured where such indebtedness was valid and binding. (Rettenhouse v. Winch, 133 N. Y., 678, aff’g 32 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 St. Rep., 188; Carpenter v. Black H. G. M. Co., 65 N. Y., 43; 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 mortgage 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 & Mon- treal 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 90 Powzr to Borrow Money anp Morteace Property, The Stock Corporation Law, § 2. 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., 562, distg. Abbott v. Hard Rubber Co., 33 Barb., 580.) .A stockholder cannot set up as a defense to an action to foreclose x corporate mortgage that such mortgage was not properly executed nor authorized, where interest has been regularly paid upon the bonds to the knowledge of such stockholder for twelve years. (Warren vy. Bigelow Blue Stone Co., 74 Hun, 304.) 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, aff’g Same v. Same, 84 Hun, 376, and Same v. Stuetzer, 80 Hun, 435; Casco Nat. Bk. ry. Clark, 139 N. Y., 307; Merchants’ Nat. Bk. v. Clark, 139 N. Y., 314.) 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. (Merz v. Interior Conduit & Insulation Co., 87 Hun, 430.) The issue of debenture bonds to be subscribed for by stockholders and paid for in part by surrender of stock is invalid as not complying with sections 23 and 42 of this law, which latter requires the issue of bonds for money, labor or property. (Merz v. Interior Conduit & Insula- tion Co., 20 Misc., 378.) A chattel mortgage cannot be given future effect as a lien upon per- sonal property which at the time of the delivery of the mortgage was not in existence, when rights of creditors of the mortgagor have inter- vened. (Roch. Distilling Co. v. Rasey, 142 N. Y., 570.) The decisions in New Britain Nat. Bk. v. A. B. Cleveland Co., 91 Hun, 447, and Beebe v. Richmond Light, Heat & Power Co., 13 Mis-., 737, respectively, so far as relates to an overissue of bonds, are superseded by the amendment to the foregoing section made by chapter 354, Laws of 1901. Usury not a defense. Corporations are prohibited from interposing the defense of usury by Laws of 1850, chapter 172, the terms of which are as follows: “SxEction 1. No corporation shall hereafter interpose the defense of 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.” 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 REORGANIZATION Uron Sate or Corporate Property. 91 The Stock Corporation Law, § 3. ecorporation’s accommodation. (Farrow y. Holland Tryst Co., 74 Hun, 585.) The prohibition against setting up the defense of usury applies to foreign as well as domestic corporations. (Southern Life Ins. Co. v. 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 ABOLISHED.— 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 oF Martrurity.— 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 suc- 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 do- mestic 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, his assignee or grantee shall have acquired title to the same in the manner prescribed by law, he may associate with him any number of persons, not less than the number required by law for an incorporation for similar purposes at least two-thirds of whom shall be citizens of the United States and one shall be a resident of this state, and they may be- come a corporation and take and possess the property and fran- chises thus sold, and which were at the time of the sale possessed by the corporation whose property shall have been so sold, upon making and acknowledging and filing in the offices where certificates of incorporation 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 fran- chises they have acquired, and the court by whose authority the sale had been made, with the date of the judgment or decree author- izing 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; and the place where its principal office is to be located. 92 ReorcanizaTion Upon SaLe or Corporate Properry, The Stock Corporation Law, § 3. 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 pertain. ing 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. They may insert in such certificate any provisions relating to the new corporation, or its management, contained in any plan or agree- ment which may have been entered into as provided in section four of this chapter. Such corporation shall be vested with, and be en- titled to exercise and enjoy, all the rights, privileges and franchises, which at the time of such sale belonged to, or were vested in the corporation, 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. Any proceedings heretofore taken in substan- tial compliance with this section as hereby amended and any and all incorporations based thereon are hereby ratified and confirmed. (Former section 3, L. 1890, ch. 564, as amended by L. 1892, ch. 688; L, 1901, ch. 354, and L. 1902, ch. 80.) For form of certificate, see post, form No. 34. The words, “his assignee or grantee” in the fifth line, were inserted by the amendment of 1902, and the last sentence was also added, ratifying and confirming incorporations theretofore based on proceedings under this section. By L. 1901, ch. 354, the provision that a majority of the persons reorganizing the corporation must be citizens of the United States and residents of the State of New York, was modified so as to provide that at least two-thirds must be citizens of the United States and at least one a resident of the State, thus conforming these qualifications to those prescribed in regard to incorporation of companies de novo. For terms of the saving clause preserving rights existing prior to the amend- ment, see note to section 2. 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 cer- tified 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 corpora- tion is to be located. (General Corporation Law, section 5, ante.) The tax of one-twentieth of one per cent. for the privilege of organ- ization must be paid by the reorganized corporation, as it is a new corporation within the meaning of the organization tax law. (People ex rel. Schurz v. Cook, 110 N. Y. 443; People ex rel. Mertens v. Cook, id.) This right of reorganization was formerly conferred only upon railroad corporations under L. 1873, ch. 469; L. 1874, ch. 430, and L. 1876, ch. 446, 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. Reorcanization Upon Sate oF Corporate Property. 93 The Stock Corporation Law, § 3. When a reorganization committee has received bonds under an agree- ment for the purchase of property at a foreclosure sale it will be held accountable for the violation of the agreement. (Industrial & General Trust, Ltd. v. Tod, 52 App. Div., 195.) A plan for the reorganization of a corporation, prepared by a voluntary committee and tendered to bondholders, who accept it, should be strictly construed as against the committee. (United Water Works Co., Ltd. v. Omaha Water Co., 164 N. Y., 41, revsg. 29 App. Div., 630.) A minority stockholder cannot maintain an individual action for dam- ages his stock sustained by the defendant’s tortious acts in improperly forcing the foreclosure of a mortgage upon the corporate property. If the corporation which has been injured refuses to sue, it is a necessary party to an action brought in behalf of the plaintiff and all others simi- larly situated. (Niles v. N. Y. C. & H. R. R. R. Co., 35 Misc., 69.) A promise by one holding receiver’s certificates to carry out and fur- nish the money for a reorganization agreement which he did not sign, in consideration of the validity of his certificates, which were being dis- puted, is rendered binding by the prompt amendment of the decree of foreclosure to that effect and the discontinuance of a pending suit to test the validity of such certificates. (Cox v. Stokes, 156 N. Y., 491.) A reorganization agreement limits and defines the powers of the com- mittee, and they cannot change such agreement without the consent of the bondholders. (Cox v. Stokes, 156 N. Y., 491, revsg. 78 Hun, 331.) The fact that the members of a reorganization committee, which holds a controlling interest in trust of the stock of a railroad, with power to vote thereon, until such time, not to exceed five years from the date of sale, as the condition of the road should, in their judgment, warrant the distribution thereof among the bondholders, have disposed of stock of the road held by them individually, does not affect their authority as members of the committee to act as directors and to hold and vote upon the trust stock. (Haines v. Kinderhook & Hudson Ry., 33 App. Div., 154, aff’g 23 Misc., 605.) The property of a corporation was purchased at mortgage foreclosure sale by a bondholders’ reorganization committee for a new corporation which issued $7,000,000 in bonds, $4,000,000 preferred stock, and subse- quent to these $3,250,000 common stock, which latter stock the stock- holders of the old corporation were privileged to purchase at $10 for each $100 share. In a suit against the old corporation by a judgment creditor to reach a sum that the new corporation had realized from the new common stock taken by stockholders of the old corporation, it was held that property of the old corporation, sold to the new corporation upon a mortgage foreclosure, could not be reached by the plaintiff and that his only claim would be upon any surplus after paying incum- brances; that the new corporation had a right to sell its common stock at any price it saw fit to ask for it. (Ferguson v. Ann Arbor R. R. Co., 17 App. Div., 336.) An agreement by a bondholding committee to purchase a railroad at foreclosure sale and convey it is not void as stifling competifion at the sale. (Munson v. Magee, 22 App. Div., 333.) Upon the reorganization of a corporation after foreclosure, non-assent- 94 Reorganization Upon SaLe or Corporate Property. The Stock Corporation Law, § 3. ing bondholders are only entitled to their distributive share in the pro. ceeds’ of the sale of the mortgaged property where the directors of the new company merely assume the debts and obligations of the old com. pany, excepting its mortgage bonds. (Fernschild vy. Yuengling Brewing Co., 154 N. Y., 667, aff’g 15 App. Div., 29.) Bondholders in a railroad corporation owe no active duty towards each other; and where a trust mortgage permits any bondholder to purchase upon a foreclosure, a profitable purchase on its foreclosure, made by a committee organized by a majority of the bondholders to protect their interest and open to all bondholders who chose to come in, cannot be successfully attacked by a bondholder who did not act with such com- mittee. (Moss v. Geddes, 28 Misc., 291.) A stockholder, permitted ex gratia to participate in a bondholders’ agreement for the reorganization of an insolvent railroad and who has failed to comply with the regulations of the plan lawfully established by its reorganization committee, has no status to procure a modification thereof. (Miller v. Dodge, 28 Misc., 640.) If the promoter of the reorganization of a railroad controlled by him contracts in writing with another to deliver to such other, upon com- pletion of the road, a certain amount of bonds and stock of the reorgan- ized road, for services to be performed in connection with the reorganiza- tion, and the promisee performs such services, he will not be deprived of his right to compensation merely because the reorganization and com- pletion 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. (Babbitt v. Gibbs, 150 N. Y., 281, revsg. 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. (Davidson v. Mexican National R. R. Co., 11 App. Div., 28.) 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.) 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. E. & 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. & W. R. R. Co., 96 N. Y., 56.) If, however, the purchasers buy in pursuance of a plan for the adjustment of the respective interests of the mortgage creditors and stockholders, ConTENTS oF Pian on AGREEMENT. 95 The Stock Corporation Law, § 4. 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 person for whom the purchase is to be made, may enter into a plan or agreement, for or in anticipation of the readjustment of the respective interests therein of any creditors, mortgagees and stockholders, or any of them, of the corporation owning such property and franchises at the time of sale, and for the representation of such interests 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 may pro- vide for, and regulate voting 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 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 or- ganization, compromise, 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 carrying out of the plan or agreement of reorganization, and may establish preferences in favor of any portion of its capital stock and may divide its stock into classes; but the capital stock of the new corporation shal! not exceed in the aggregate, the maximum amount of stock mentioned in the certificate of incorporation. (Former section 4, L. 1890, ch. 564, re-enacted by L. 1892, ch. 688, and amended by L. 1901, ch. 354.) The only change, except in phraseology, made in this section by the amendment of 1901, was the striking out of the maximum limitation as to the amount of bonded indebtedness permitted, so as to harmonize the section with the new provisions of section 2, ante. .When the plan for readjustment of interest 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 v. N. Y., L. E., ete., Co., 96 N. Y., 59.) 96 Sate OF PROPERTY. The Stock Corporation Law, §§ 5, 6. 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 mortgage 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 pos- session 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 com- menced against such receiver unless founded on willful miscon- duct 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 com- menced against it, and founded on any act or omission of such re- ceiver 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 is allowable in such case substituting the new corporation in the place of the receiver as defendant. (Id.; Tighe v. Pope, 16 Hun, 180.) 8 6. Municipalities may assent to plan of readjust- ment.— The commissioners, corporate authorities or proper off- cers of any city, town or village, who may hold stock in any cor- poration, the property and franchises 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 ComBINATIONS ABOLISHED. 97 The Stock Corporation Law, § 7. old or former corporation by them respectively held. And such commissioners, corporate authorities or other proper officers may assign, transfer or surrender the stock so held by them in the manner required by such plan, and accept in lieu 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, and L. 1901, ch. 354.) The amendment of 1901 changed the foregoing section by striking out a clause which read as follows: ‘“ Every stockholder in any corporation, the franchises and property whereof shall have been thus sold, may assent to the plan of readjustment and reorganization of interests pur- suant to which such franchises and property shall have been purchased at any time within six months after the organization of the new cor- poration, and by complying with the terms and conditions of such plan become entitled to his pro rata benefits therein.” § 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 pre- vention 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.” An agreement between manufacturers of eighty-five per cent. of the envelopes of the country and an outside manufacturer, providing that the selling price should be fixed by an agent of the combination, threatens a monopoly, and is, therefore, invalid. (Cohen v. Berlin & Jones Env. Co., 166 N. Y., 292, revsg. 38 App. Div., 499.) 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., 537, aff’g 74 Hun, 435; Rafferty v. Buf. Gas Co., 37 App. Div., 618.) An agreement by which a person promises that he will nof directly or indirectly engage in, or become associated with, any business of a 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 98 AppitionaL Act To Prevent Monopotiss. The Stock Corporation Law. 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 fg 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 commerce, 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 v. 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. McMillin, 119 N. Y., 46.) Combination to advance price of article of food is unlawful. (Leonard vy. 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. Y., 473; however, see Tode v. Gross, 127 N. Y., 480; Richardson v. Buhl, 43 N. W. Rep., 1102.) A contract whereby a competitor is removed, but not excluding all ¢ompetition, 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 Mfg. Co. v. Holmes & W. M. Co., 127 N. Y., 252.) An association of corporations to use a patented article, there being no community of profits and losses, is not unlawful. (Good v. Daland, 121 N. Y., 1.) As to transportation agreements, see Tonawanda V. R. R. Co. v. N. ¥« L. E. & 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.) AppitionaL Act ro Prevent Monopotiss. 99 The Stock Corporation Law. AppitionaL Act To Prevent Monopoties. 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 was superseded by L. 1897, ch. 383; the latter being also repealed and superseded by the present act, L. 1899, ch. 690, which 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. Srcrion 1. Every contract, agreement, arrangement or com- bination 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 competi- tion in this state in the supply or price of any such article or com- modity 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 commodity, the free pursuit in this state of any lawful business, trade or occupation is or may be restricted or pre- vented, 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 consummation thereof, wherever the same may have been made, is guilty of a misdemeanor, and on conviction thereof shall, if a natural person, be punished by a 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, trus- tee, director, manager, or other officer or agent of a corporation, or against a corporation, foreign or domestic, to restrain and pre- vent 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 contract, agreement, arrangement or combination herein prohib- ited, whenever the same may have been made. 100 AppitionaL Act To Prevent Monopo.iss. The Stock Corporation Law. § 4. Whenever the attorney-general has determined to com. mence an action or proceeding under this chapter, he may pre. sent to any justice of the supreme court, before beginning such action or proceeding under this chapter, an application in writ. ing, for an order directing the persons mentioned in the applica. tion to appear before a justice of the supreme court, or a referee designated in such order, and answer such questions as may be put to them or to any of them, and produce such papers, docv- ments and books concerning any alleged illegal contract, arrange- ment, agreement or combination in violation of this chapter; and it shall be the duty of the justice of the supreme court, to whom such application for the order is made, to grant such ap- plication. The application for such order made by the attorney- general may simply show, upon his information and belief that the testimony of such person or persons is material and neces- sary. 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 com- mencement of an action and the method of proceeding on such examinations shall not apply except as herein prescribed. The order shall be granted by the justice of the supreme court to whom the application has been made, with such preliminary in- junction or stay as may appear to such justice to be proper and 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 wit nesses must attend accordingly. The testimony of each witness must be subscribed by him, and all must be filed in the office of the clerk of the county in which such order for examination is filed. § 5. The order for such examination must be signed by the justice making it, and the service of a copy thereof, with an en dorsement by the attorney-general, signed by him, to the effect that the person named therein is required to appear and be exam nied at the time and place, and before the justice or referee spect fied in such endorsement, shall be sufficient notice for the attend- ance of witnesses. Such endorsement may contain a clause requiring such person to produce on such examination all books, papers and documents in his possession, or under his control, re lating to the subject of such examination. The order shall be AppitionaL Act To Prevent Mownopotitzs. 101 The Stock Corporation Law. 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 wit- nesses subpoenaed to attend trials of civil actions in a court of rec- ord in this state. § 6. No person shall be excused from answering any questions that may be put to him, or from producing any books, papers or documents, on the ground that the testimony or evidence, docu- mentary or otherwise, required of him may tend to incriminate him, but no person shall be prosecuted in any criminal action or proceedings, or subjected to any penalty or forfeiture, for or on account of any transaction, matter or thing concerning which he may testify, or produce evidence, documentary or otherwise, before said justice or referee appointed in the order for his exam- ination, or in obedience to the subpoena of the court, or referee acting under such order, or either of them or in any such case or proceeding. § 7. 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. § 8. Chapter three hundred and eighty-three of the laws of eighteen hundred and ninety-seven is hereby repealed. The foregoing act applies to both foreign and domestic corporations. For other provisions in relation to foreign corporations, see the index. See Matter of Davies, 168 N. Y., 89, revsg. 55 App. Div., 245, 32 Mise., 1. 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: Section 1. Every contract, combination in the form of trust or other- wise, or conspiracy in restraint of trade or commerce among the several States, or with foreign nations, is hereby declared to be illegal. Every person who shall make any such contract or engage in any such combina- tion or conspiracy, shall be deemed guilty of a misdemeanor, and, on 102 AppitionaL Act To Prevent Monopo.tes. The Stock Corporation Law. conviction thereof, shall be punished by fine not exceeding five thousand dollars, or by imprisonment not exceeding one year, or by both said pun ishments, in the discretion of the court. § 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. § 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 Colun- 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 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. § 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 prohibited. 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. § 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. § 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 48 those provided by law for the forfeiture, seizure and condemnation of property imported into the United States contrary to law. § 7. Any person who shall be injured in his business or property by any other person or corporation by reason of anything forbidden of ReLatIvE To Corporate Mortaaces. 103 " ‘The Stock Corporation Law, § 8. 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. 5 § 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. § 8. Relative to corporate mortgages.— Whenever any mortgage affecting property or franchises within this state here- tofore or hereafter executed by authority of the board ‘of directors in behalf of any stock corporation, domestic or foreign, of any de- scription, recites or represents in substance or effect that the exe- cution of such mortgage has been duly consented to, or authorized by stockholders, such recital or representation in any such mort- gage, after public record thereof within this state, shall be pre- sumptive evidence that the execution of such mortgage has been duly and sufficiently consented to, and authorized by stockholders as required by any provision of law. After any such mortgage heretofore or hereafter shall have been publicly recorded for more than one year in one or more of the counties of this state con- taining the mortgaged premises or any part thereof, and the cor- poration shall have received value for bonds actually issued under and secured by such mortgage, and interest shall have been paid on any of such bonds according to the terms thereof, such recital or representation of such mortgage so recorded shall be conclusive evidence that the execution of such mortgage has been duly and sufficiently consented to, and authorized by stockholders as re- quired by any provision of law, and its validity shall not be im- paired by reason of any defect or insufficiency of consent or authority of stockholders or in filing or recording such consent or authority, and such mortgage shall be valid and binding upon the corporation, and those claiming under it, as security for all valid bonds issued or to be issued thereunder, unless such mortgage shall be adjudged invalid in an action begun as hereinafter, in this section, provided. Notwithstanding the foregoing provisions of this section, the invalidity of any such mortgage heretofore re- corded because of insufficiency of consent by stockholders may be adjudged in any action for such purpose begun before the first day of April, nineteen hundred and two, and the invalidity of any such mortgage hereafter recorded, because of insufficiency of con- 104 Rexative TO Corporate Mortcaces. The Stock Corporation Law, § 8. sent by stockholders, may be adjudged in any action for such pur pese begun, within one year after the earliest record of such mortgage in any county in this state, provided in either case that such action shall have been so begun by or in behalf of the corpora- tion by direction of the board of directors acting in their own discretion, or upon the written request of the holders of not less than one-third of the capital stock of the corporation; and in any such action so begun by or in behalf of the corporation, the recitals or representations of the mortgage shall be presumptive evidence only as first above provided. Whenever hereafter, in compliance with any law of this state, the officers of any corporation shall have made and filed and recorded a certificate that the execution of a mortgage hereafter made by the corporation has been duly con- sented to by stockholders, such certificate shall be conclusive evidence as to the truth thereof, in favor of any and all persons who in good faith shall receive or purchase, for value, any bond or obligation purporting to be secured by such mortgage, at any time when said certificate shall remain of record and uncancelled. Nothing in this section contained shall affect any right or any remedy in respect of any such right of any creditor accrued before this enactment nor shall it dispense with the necessity of obtaining the consent of the board of railroad commissioners to any mort- gage by a railroad corporation. (New section, added by L. 1901, ch. 354.) The foregoing section applies to both foreign and domestic corpora- tions. For other provisions in relation to foreign corporations, see the index. In explanation of the foregoing section the text of the memorandum supporting the same and filed with the legislative committee prior to the enactment of the section is given herewith, to wit: “This section undertakes to prescribe a period (not less than one year from the passage of this act) after the expiration of which it shall be conclusively presumed that any mortgage, executed by the authority of the board of directors of any domestic or any foreign stock corporation, has been authorized by the stockholders, if such mortgage, having been publicly recorded for more than one year, contains a recital to that effect. In other words, the bill proceeds upon the theory that though the consent of stockholders is necessary to the execution of any mortgage heretofore or hereafter made by a stock corporation under section 2 of the Stock Corporation Law, or by a railroad corporation under section 4, subdivision 10 of the Railroad Law, the acquiescence of stockholders for a long period after the publication of such a mortgage containing a recital of stock- holders’ assent, shall constitute a bar to their right to contest the mort- RELATIVE TO CorPoRATE MORTGAGES. 105 The Stock Corporation Law, § 8. gage purporting to secure bonds which have been negotiated and issued and upon which interest has been paid. “This is in exact accordance with the prevailing public policy of this State, recognizing and applying the doctrine of estoppel by acquiescence. (Kent v. Quicksilver Mining Co., 78 N. Y., 159; New Britain Nat. Bk. v. A. B. Cleveland Co., 91 Hun, 447, 158 N. Y., 722, 159 N. Y., 528.) “Tt also accords with the long-established policy of this State, which from an early date has discountenanced technical defenses by corpo- rations to the enforcement of their obligations; as, for instance, the act prohibiting corporations from pleading usury (Laws of 1850, ch. 172), ‘and the section of the Code denying to corporations in certain cases the right to interpose a demurrer except by the express leave of the court (Code of Civil Procedure, § 1778). “That acquiescence for a long period should estop stockholders from disputing the directors’ publicly recorded declaration that stockholders have duly assented to a mortgage upon the faith of which bonds have been sold to the public, is a proposition which for its support seems to require no argument. “But to constitute an estoppel out of such acquiescence, legislative authority is necessary, if under the corporation laws the mortgage is void unless assented to by stockholders; for it is familiar law that as against a void instrument, no lapse of time constitutes an estoppel (see 98 Fed. Rep., 666-671); and it is the declared law of this State that with- out stockholders’ assent, as required by statute, a corporate mortgage is absolutely void. (Vail v. Hamilton, 85 N. Y., 456; The Vigilancia, 73 Fed. Rep., 452-457.) “ Originally, the requirement of stockholders’ assent was of limited application; for, at first, it prevailed only in respect of manufacturing corporations. Their financial transactions were small in comparison with those of the present time, when the bonds of industrial corporations, both domestic and foreign, have become a familiar and extensive form of investment. * * * “When it is considered that an assent, perfect in form, may be sub- ject to vitiation because of some latent and undisclosed technical irregu- larity, it is obvious that sound public policy, as well as the interest of the inyesting public, requires that at some time there should arise a statutory bar to the possibility of pleading or proving any latent techni- cal defect. “This is not less obvious when it is recalled that by recent legislation, the savings banks— which are the favored institutions of the State — have been authorized to invest in the corporate bonds of railroad companies. “The new section 8 provides, first that the directors’ recital in a mort- gage publicly recorded, shall constitute presumptive evidence; and, sec- ondly, that after the expiration of a year from the public record of a mortgage containing such a recital, the valid assent of stockholders shall be conclusively presumed, if bonds have been issued for money actually received by the corporation and interest paid thereon. 106 REwaTIVE TO Corporate Morr@aceEs. The Stock Corporation Law, § 8. es, “Inasmuch as very properly the amendment applies both to past ang future mortgages, the concluding paragraphs of the section protect exigt. ing rights by giving to the board of directors, or to one-third of the stock. holders of a corporation, the opportunity at any time within a year after the public record of the mortgage, or within a year after this enactment, to contest the same for lack of stockholders’ assent; and the existing rights of creditors also are preserved. “The constitutionality of a retroactive statute providing that certain instruments shall constitute presumptive proof, is recognized in the case of Howard v. Moot, 64 N. Y., 262-268. “The constitutionality of legislation constituting a short statute of limitations, has been established by the Court of Appeals in the cases of People v. Turner, 117 N. Y., 227, 145 N.. Y., 459, and Meigs v. Roberts, 162 N. Y., 371-378. “The section also provides that the certificate hereafter filed by the officers under section 2 shall be conclusive in favor of bona fide pur- chasers of bonds who become such while said certificates shall remain of record and uncancelled.” Article 1 of the Stock Corporation Law terminates with section 8, supra, and the next article (II) begins with section 20. The revised corporation 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. Directors. 107 The Stock Corporation Law, § 20. ARTICLE II. Drirecrors anp Orricers; THrrr Execrion, Duties anp LIABILITIEs. SEcTIoN 20. Directors. 21. Change of number of directors. 22. When acts of directors void. 23. Liability of directors for making unauthorized dividends. 24, (Repealed by Laws of 1901, Chapter 354.) 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. 31. Liability of officers for false certificates, reports or public notices. 32. Alteration or extension of business, 33. ‘Sale of franchise and property. 34. Liabilities of directors and officers, limitations. § 20. Directors.— The directors of every stock corporation shall be chosen at the time and place fixed by the by-laws of the corporation by a plurality of the votes at such election. Each director shall be a stockholder unless otherwise provided in the certificate, or in a by-law adopted by a stockholders’ meeting. Va-. cancies in the board of directors shall be filled in the manner pre- scribed in the by-laws. Notice of the time and place of holding any election 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 election is to be held, and in such other manner as may be prescribed in the by-laws. Policy holders of an insurance cor- poration 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, and L. 1901, ch. 354.) . The amendment of 1901 modifies this section by striking out the pro- visions that directors shall be chosen from the stockholders, and that if a director shall cease to be a stockholder his office shall become vacant, and substitutes in lieu thereof a new feature, permitting persons who are not stockholders to be directors if the certificate of incorporation or a by-law adopted by a stockholders’ meeting so provides. 108 DirEcTors. The Stock Corporation Law, § 20. Rights which arose under this section prior to April 16, 1901, upon which date the amendment took effect, were preserved by section 5 chapter 354, Laws of 1901, which reads as follows: “This act shall take effect immediately, but shall not affect any action or proceeding pending in any court at the time it takes effect or any right of any creditor of any corporation or of any stockholder against any director under existing law, providing action thereon be commenced within six months after this act takes effect, except as in this act other. wise provided.” For form of notice of annual meeting, see post, form No. 35. For forms of classification of directors, see forms Nos. 35a, 35b, 35c. For form of oath of inspectors of election and certificate of result, see post, forms Nos. 39 and 40. The term directors when used in these laws, includes trustees. (Gen. Corp. Law, § 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 one of the directors of every corporation must be a resident of this State. (Gen. Corp. Law, § 29, ante.) No liability for a dissolution arises from failure to elect directors on the day fixed in the by-laws. (Gen. Corp. Law, § 23, ante.) But see the Stock Corporation Law, § 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, § 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, § 11, subd. 5, ante.) his attorney, or cther person having the requisite knowledge to obtain for him the infor- mation 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 mak- ing 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 St. Rep., 533. Sufficiency of a complaint. (Levy y. Cohn, 45 St. Rep., 278.) Affidavits in a mandamus proceeding. (Martin vy. Wm. J. Johnston Co., Ltd., 133 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., 637; 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.; People ex rel. Richmond v. Pacific M. 8. Co., 50 Barb., 217.) 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, People v. Cromwell, 102 N. Y., 477; People 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 128 ANNUAL Report. The Stock Corporation Law, § 30. inspection is unqualified, and not put on the ground of inability. (Matter 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 case, 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- 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 v. 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 vy. 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 ou 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. (People ex rel. McDonald v. U. S. M. R. 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, may make a report a8 of the first day of January, which will state: 1. The amount of its capital stock, and the proportion actually issued. 2. The amount of its debts or an amount which they donot exceed. 3. The amount of its assets or an amount which its assets a least equal. Such report shall be made by the president or a vice-president or the treasurer or a secretary of the corporation and shall be filed in the office of the secretary of state. If such report be not so made and filed, any such officer who shall thereafter neglect or refuse to make and to file such report, within ten days after written te AnnvuaL Report. 129 The Stock Corporation Law, § 30. quest so to do shall have been made by a creditor or by a stock- holder of the corporation, shall forfeit to the people the sum of fifty dollars for every day he shall so neglect or refuse. (Former section 30, L. 1890, ch. 564, as amended by L. 1892, ch. 2 and eh. 688; L. 1897, ch. 384, and L. 1901, ch. 354.) For form of report, see post, form No. 42. In addition to the foregoing requirements the report should state the amount of stock, if any, issued for property, as required by section 42 of this law. The provisions of this section have been greatly modified by the amend- ments of 1901. The report is not required to be sworn to, nor to be filed with the county clerk, and the duty of making and filing it in the office of the Secretary of State has been transferred from directors to the executive officers of the corporation. The unreasonable penalties imposed upon directors for failure or neglect on their part to file the perfunctory annual report have been stricken from the statute. The old law has been the cause of much anxiety to innocent and well-meaning directors, and the necessity for this change had become imperative. A failure or neglect on the part of the officers of a company to perform this duty of filing a report no longer renders every director individually liable for the debts of the corporation, but in lieu thereof imposes the liability to a. fine of $50 a day upon the officer who thus fails to file a report, but only after he has been requested in writing by a stockholder or a creditor to. file it. This is modeled upon the requirement of the New Jersey statute.. Rights which arose under the above section, prior to April 16, 1901, upon which date the amendment took effect, were preserved, provided action be begun within six months, by section 5, chapter 354, Laws of 1901, which reads as follows: “ This act shall take effect immediately, but shall not affect any action or proceeding pending in any court at the time it takes effect or any right of any creditor of any corporation or of any stockholder against any director under existing law, providing action thereon be commenced within six months after this act takes effect, except as in this act otherwise provided.” This section applies to both foreign and domestic corporations. For other provisions affecting foreign corporations, see Index under “ Foreign Corporations.” 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. (General Corporation Law, section 3.) The decisions construing section 30 as it read prior to the modifications made by chapter 354, Laws of 1901, are not applicable to said section as above amended. For the decisions construing the former provisions of said section, see the cases cited in the fourth edition of ‘“‘ White on Cor- porations,” pages 116-121, and, also, the following: Morgan v. Hedstrom, 164 N. Y., 224, aff’g 25 App. Div., 547; Manhattan Co. v. Kaldenberg, 165 N. Y., 1, revsg. 27 App. Div., 31; Matty v. Sampson, 64 App. Div., 1; Sinelair v. Fuller, 158 N. Y., 607, aff’g 9 App. Div., 297; Witherow vy. Slayback, 158 N. Y., 649, revsg. 11 Misec., 526; Chapman v. Lynch, 156 N. Y., 551; Lilienthal v. Betz, 61 App. Div., 601; Ginsburg v. Von Seggern, 59 App. Div., 595; Wood & Sellick Co. v. Vandeveer, 55 App. 130 Liasizity oF Orricers ror Fatse Report, The Stock Corporation Law, § 31. Div., 549; Union Natl. Bk. v. Scott, 53 App. Div., 65; Leonard v. Faber, 52 App. Div., 495; Union Natl. Bk. v. Keim, 52 App. Div., 135; St. George Vineyard Co. v. Fritz, 48 App. Div., 233; Uptegrove v. Schwarzwaelder, 46 App. Div. 20; aff’d, 167 N. Y. 587; Tysen v. Fritz, 44 App. Div., 562: Bank of Metropolis v. Faber, 38 App. Div., 159; Lee v. Jacobs, 38 App. Div., 531; Am. Grocery Co. v. Pratt, 36 App. Div., 152; Gerdau v. Faber, 26 App. Div., 606; Milson Rendering & Fertilizing Co. v. Baker, 16 App, Div., 581; Seebeck v. King, 34 Misc., 483; Lilienthal v. Yuengling, 33 Misc, 619; Wood & Sellick Co. v. Hnglish, 31 Misc., 557.) § 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- 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 fora 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 cor poration. (Former section 31, L. 1890, ch. 564, as amended -by L. 1892, ch. 688.) 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. (General Corporation Law, section 3.) This section being penal must be strictly construed. (Torbett v. God- win, 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. (Walton 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. (Bagley & Sewall Co. v. Lennig, 61 App. Div., 26; Torbett v. Godwin, 42 St. Rep., 323, 62 Hun, 407.) It is not necessary to show that the officers knew the certificate of 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. ¥., 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) Extension or Business aND Powers. 131 The Stock Corporation Law, § 32. In an action against a director a judgment against the corporation is 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 v. 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.) As to the measure of damages. (Parsons v. Johnson 28 App. Div., 1.) § 32. Alterations or extension of business.— Any stock corporation heretofore or hereafter organized under any general or special law of this state may alter its certificate of incorpora- tion so as to include therein any purposes, powers or provisions which at the time of such alteration may apply to corporations engaged in a business of the same general character, or which might be included in the certificate of incorporation of a corpora- tion 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 certifi- eate, executed by a majority of its directors, stating the alteration 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, and amended by L. 1901, ch. 354.) For form of certificate, see post, form No. 44. Prior to the amendment of the above section in 1901 it authorized a corporation only to “extend or alter its business and powers,” although the general laws provide for inserting in the certificate of incorporation various matters in addition to the specification of the business and powers of the corporation, and there are various provisions of law authorizing the filing of amended or supplemental certificates specifying other mat- ters than those provided for by this section. Therefore, the section, as amended in 1901, now provides that a corporation, by filing an amended or supplemental certificate, may alter its certificate of incorporation so as to include therein any purposes, powers or provisions which at the time of such alteration may apply to corporations engaged in business of the same general character or which might be included in the certifi- 132 Sate oF FRANCHISE AND PROPERTY. The Stock Corporation Law, § 33. , eate of ineerporation of a corporation organized under any general lay for a business of the same general character. Under the above section any domestic stock corporation may alter its certificate of incorporation to include any purposes, powers or provisions which might properly be included in the certificate for the formation of a corporation of the same general character under any general law. (Peo- ple ex rel. Municipal Gas Co. v. Rice, 138 N. Y., 151.) One of the addi- tional powers which may be acquired under this section is the power to exchange its stoek for that of another corporation, although this is in effect the merging of the business and franchises of the two corporations. (Id.) § 33. Sale of franchise and property.— A stock corpom- tion, 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 corpora- tion organizing under any general law of this state for a business of the same general character, and a domestic corporation the principal business of which is carried on in, and the principal tangible property of which is located within a state adjoining the state of New York, may with the consent of the holders of ninety- five per centum of its capital stock, sell and convey its property situate without the state of New York, not including its fran- chises to a corporation organized under the laws of such adjoining state, and such sale and conveyance shall, in case of a sale toa domestic corporation, vest the rights, property and franchises thereby transferred, and in case of a sale to a foreign corporation the. property sold in the 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 no- tice 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 cor poration, for the appointment of three persons to appraise the Lrapitity or Directors, Limiratrions. 133 The Stock Corporation Law, § 34. value of such stock, and the court shall appoint three such ap- praisers, and designate the time and place of their proceedings as shall be deemed proper, and also direct the manner in which pay- ment for such stock shall be made to such stockholders. 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 ex- penses 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 stockholders shall cease to have any interest in such stock and in the corporate property of such cor- poration and such stock may be held or disposed of by such corpo- ration. (New section, added by L. 1893, ch. 638, and amended by L. 1901, ch. 130.) The amendment of 1901 added the provision permitting a domestic cor- poration owning property in an adjoining State to sell such property to 2x corporation organized in such adjoining State. This new feature was undoubtedly inserted to meet a special case. A transfer by a corporation of its entire property, even with unanimous ‘consent of its stockholders, to another corporation, in consideration for which the capital stock of the purchasing corporation is issued to the stockholders of the’ vendor corporation, is invalid as against creditors of the latter corporation, since the creditor has the right to rely upon its assets for payment, and has an equitable lien thereon, both as against stockholders and all transferees, except those purchasing in good faith and for value. (Hurd v. N. Y. & Com’l Laundry Co., 167 N. Y., 89, revsg. 52 App. Div. 467; Cole v. Millerton Iron Co., 133 N. Y., 164.) Where the rights of bona fide purchasers have not attached, a domestic corporation, which has taken over all the assets and liabilities of a prac- tically extinct foreign corporation which was controlled by substantially the same officers and stockholders and which also had its principal office in New York, will be held liable upon an outstanding merchandise debt contracted by the foreign corporation. (Clokey v. Internat’! Rubber Cloth- ing Co., 28 Misc., 326.) ” § 34. Liabilities of directors, limitations.— No director or officer of any stock corporation shall be liable to any creditor of the corporation, because of the creation of any excessive in- debtedness, or because of any failure to make or to file an annual report, whether heretofore or hereafter occurring; (1) In case of any debt, as to which personal liability of di- 134 Lrapitity oF Directors, LimitTaTIons. The Stock Corporation Law, § 34. rectors or officers may be or shall have been waived by such cred- itor, or by anyone under whom he claims; or by any provision of any instrument creating or securing such debt; or (2) Unless within three years after the occurrence of the act or the default in respect of which it shall be sought to charge the director or officer, such creditor shall have served upon such di- rector or officer written notice of his intention to hold him per- sonally liable for his claim; provided, nevertheless, that any such liability, because of any such default now existing and not waived as above provided, may be enforced by action begun at any time within the year eighteen hundred and ninety-nine or by action begun thereafter, if within such year written notice of intention to enforce such liability shall have been given as above provided, Any director or officer, who, because of any such existing or future liability, shall pay any debt of the corporation, shall be subrogated to all rights of the creditor in respect thereof against the corporate property, but not against the stockholders of the corporation; and also shall be entitled to contribution from all other directors and officers of the corporation similarly liable for the same debt, and the personal representatives of any such di- rector or officer who shall have died before making such con- tribution. (New section, added by L. 1899, ch. 354.) Under section 30 of the Stock Corporation Law as amended in 1901, directors are relieved hereafter from the duty of filing reports and their personal liability in connection therewith has been abolished, and in addi- tion as section 24 of this law has been repealed by Laws of 1901, chapter 254, there can be no such thing as excessive indebtedness nor liability of directors for the creation thereof; therefore, the foregoing section is no longer applicable, except as to matters arising prior to April 16, 1901, when chapter 354 took effect, but existing proceedings and rights were preserved, if action be begun thereon within six months, by section 5 of said act, which reads as follows: “This act shall take effect immediately, but shall not affect any action or proceeding pending in any court at the time it takes effect or any right of any creditor of any corporation or of any stockholder against any director under existing law, providing action ¢shereon be commenced within six months after this act takes effect, except as in this act otherwise provided.” For cases construing the foregoing section, see Shepard v. Fulton, 55 App. Div., 329; St. George Vineyard Co. v. Fritz, 48 App. Div., 233; Stated Island Midland R. R. Co. v. Hinchcliffe, 34 Misec., 624. For explanation of interval in numbering between section 34, supra, and section 40, infra, see the note immediately preceding article 2 of this law. Issuz anp TRANSFERS oF STOCK. 135 The Stock Corporation Law, § 40. ARTICLE III. Srocx; SrockHoLpERs, THEIR Riguts anp LiaBmitizs. ' Secrion 40. Issue and transfers of stock. 41. Subscriptions to stock. 42. Consideration for issue of stock and bonds. 48. 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 imcrease or reduction. 47. Preferred and common stock. 48. Prohibited transfers to officers or stockholders. 49, (Repealed by Laws of 1901, Chapter 354.) 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, 136 Issues 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 busines of such stock: corporation, or in which or in connection with which the manufactured articles, product or property of such stock corpo- ration 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 privi- leges of individual owners or holders of such stock. Any stock cor- poration may, in pursuance of a unanimous vote of its stockholders voting at a special meeting called for that purpose by notice in writ- ing 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; and any stock corporation owning the entire capital stock of any other domestic stock corporation engaged in the same general line of business may in pursuance of a two-thirds vote of its stockholders voting at a special meeting called for that purpose by notice in writ- ing 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 per- sonally, or by mail, at his last known post office, at least sixty days prior to such meeting, guarantee the bonds of such other corporation. (Former section 40, L. 1890, ch. 564, as amended by L. 1892, ch. 688, and L. 1902, ch. 601.) For forms of certificate of stock, see post, forms Nos. 43, 45, 51. For form of demand for transfer of certificate of stock, see post, form No. 46. The last clause permitting a corporation owning the entire capital stock of another corporation to guarantee the bonds of the latter pursuant to a two-thirds vote of the stockholders was added by the amendment of 1902. For method of transferring stock, see section 29, ante. An issue of stock without authority from the corporation is a misde- meanor. (Penal Code, section 591, post.) 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 de- faulted obligations against such corporation, with the avowed purpose of obtaining entire control of its property to the injury of the minority stock- holders. (Farmers’ Loan & Trust Co. v. N. Y. & Northern Ry. Co, 150 N. Y., 410. See, also, cases therein cited.) Issvz anp TRANSFERS OF STOCK. 137 The Stock Corporation Law, § 40. A corporation cannot maintain an action to procure the cancellation of certificates of stock alleged to have been illegally issued by its officers, without showing that it had the right to issue the certificates or that the certificates alleged to have been illegally issued were executed by an officer having authority to execute them, or that they resembled certifi- cates rightfully issued, or that some one had been, or would be, deceived, damaged or injured by purchasing them. (Reno Oil Co. v. Culver, 60 App. Div., 129, revsg. 33 Misc., 717.) The certificates of stock are only evidence of the ownership of the shares, and the interest represented by the shares is held by the company for the benefit of the true owner. As the habitation or domicile of the company is and must be in the State that created it, the property repre- sented by its certificates of stock may be deemed to be held by the com- pany within the State whose creature it is, whenever it is sought by suit to determine who is its real owner. (Jellenik v. Huron Copper Mining Co., 177 U. S., 1.) Certificates of stock are simply muniments and evidence of the holder’s title to a certain number of shares in the property and franchises of the corporation of which he is a member. (Mechanics’ Bk. v. N. Y. & New Haven R. R. Co., 3 Kern., 627; Angell & Ames on Corpns., section 560.) A transfer of stock upon the corporate books, standing alone, is not sufficient to constitute a valid gift of the stock, but in addition the trans- feree must be given dominion over the stock. The possession of the certificate is not, however, essential to the validity of the gift. (Richard- son v. Emmett, 61 App. Div., 205.) Where a director, owning one-half of the capital stock of a corporation, surrenders his certificate of stock to the other directors, who own the remaining half of the capital stock, in order to obtain new certificates of smaller denominations, and the other directors issued to him certifica- cates for only a portion of his stock, he is entitled to maintain an action against such directors to compel them to transfer to him the stock wrong- fully withheld, and, under section 603 of the Code of Civil Procedure, to an injunction pendente lite, restraining them from issuing such shares to any other person. (Bedford v. Am. Aluminum & Specialty Co., 51 App. Div., 537.) The distinction between an agreement to form a corporation and ta subscribe to its stock, which, when acted upon by the corporation, is binding, and an agreement to subscribe for stock in a corporation there- after to be formed, which is not binding, considered. (Yonkers Gazette Co. v. Taylor, 30 App. Div., 334.) ; An instrument which, after referring to a plan to form a corporation, states that “the undersigned hereby subscribe for the number of shares set opposite our names,” is absolute and unconditional, and is binding when it is acted upon by the corporation then in contemplation of for- mation, and the fact that the corporation was incorporated under a differ- ent name, because of the Secretary of State’s decision that the name orig- inally adopted could not be used, does not relieve the subscriber from his liability. (Yonkers Gazette Co. v. Taylor, 30 App. Div., 334.) The payment of ten per cent. when the agreement to incorporate is 138 Issuzr anp TRANSFERS OF STOCK. The Stock Corporation Law, § 40. made is not essential to its validity. (Yonkers Gazette Co. v. Taylor, 39 App. Div., 334; United Growers’ Co. v. Eisner, 22 App. Div., 1.) A subscription for stock is not affected by a secret collateral contract, (Yonkers Gazette Co. v. Jones, 30 App. Div., 316.) A subscriber cannot be released from liability to a corporation upon his subscription to its stock by a promise to that effect, without considera. tion, by its president, in the absence of any action upon the part of the corporation itself. (United Growers’ Co. v. Hisner, 22 App. Div., 1.) A subscriber who was an original incorporator of a company, and, as a director, took part for some months, in the conduct of its business, cannot, in an action against him to recover an alleged unpaid balance upon two separate subscriptions for shares of stock, one of which was an original subscription made for the purpose of organization, question the validity of the organization of the corporation. (United Growers’ Co. y. Hisner, 22 App. Div., 1.) . Subscriptions to capital stock, induced by the false representations of an agent authorized to obtain subscriptions, may be set aside by an action in equity to rescind the subscription induced by such representa- tions. (Talmadge v. Sanitary Security Co., 31 App. Div., 498.) A written agreement to subscribe for shares of stock in a proposed eorporation constitutes a valid subscription for such shares, which the corporation, when organized, may elect to enforce. (Non-Electric Fibre Mfg. Co. v. Peabody, 21 App. Div., 247.) A subscriber for shares of the original stock of a corporation becomes a member of the corporation by virtue of his subscription, and the delivery of a certificate for the stock is not essential to his becoming a stockholder; it is merely evidence of that relation. (Kohlmetz v. Calkins, 16 App. Div. 518.) The directors who hold all the stock of the corporation, which has never done any business and has no creditors, and where none of the subscriptions to its stock have been paid in in cash, may release one another from the payment of their subscriptions to the stock. (Non- Electric Fibre Mfg. Co. v. Peabody, 21 App. Div., 247.) False representations in inducing subscription to the stock of a cor poration considered. (Seeber v. People’s Building-Loan & Savings AssD., 36 App. Div., 312.) When a certificate of incorporation provides for the purchase of stock and bonds of another corporation, as provided for in this section, it will permit a corporation to purchase the stock and bonds of a rival company in order to prevent ruinous competition. (Rafferty v. Buffalo City Gas Co., 37 App. Div., 618.) In an action by a stockholder against the trustees, attacking the hold- ing, by the corporation, of stocks of other companies, and seeking the distribution thereof, the burden is on the plaintiff to show that such stocks were illegally held. (Burden v. Burden, 159 N. Y., 287, aff’g 8 ADP. Div., 160.) Where the holder of a certificate for 216 shares of stock, by writteD instrument, transfers seventy-five shares thereof, and thereafter, before the seventy-five shares thus transferred are entered upon the books of Issuz anp TRANSFERS oF STOCK. 139 The Stock Corporation Law, § 40. the corporation in the name of the transferee, transfers all of the 216 shares to another party, he, by such last-mentioned transfer, wrongfully exercises ownership over the seventy-five shares, which constitute a con- version thereof. (Mahany v. Walsh, 16 App. Div., 601.) In case of a sale of stock, actual delivery thereof is uot necessary to perfect the title to the transferee. (Mahany v. Walsh, 16 App. Div., 601; Mitchell v. West, 55 N. Y., 107; Cayword v. Van Ness, 145 N. Y., 600, aff’g 74 Hun, 28; Schoonmaker v. Vercalen, 9 Hun, 138; Beardsley v. Beardsley, 138 U. S., 262.) The legal title to stock held by an executor is transferable by a written assignment thereof, signed by him merely with his individual name, and such assignment carries with it a right of action for a conversion of the stock. (Mahany v. Walsh, 16 App. Div., 601.) It seems that where an agreement is made between stockholders that if any of them desire to sell their stock, they shall give the preference to the other parties of the agreement before selling to any other party, that if the period of operation of such provision was unlimited it would be void as against public policy, as imposing a perpetual restraint on the power of alienation of the stock. (Brown v. Britton, 41 App. Div., 57.) The right of a stockholder to vote and to transfer his stock can be limited, if at all, only by an express statutory provision, or by a pro- vision in the certificate of incorporation. A by-law by which a stock- holder is prevented from voting upon or transferring his stock until all dues thereon have been paid, is invalid, even as against a person who agreed to take his stock subject to the by-laws. (Kinnan v. Sullivan County Club, 26 App. Div., 213.) The provision empowering a corporation to make by-laws regulating the transfer of its stock merely authorizes it to prescribe the officer by whom the stock shall be transferred and the mode of its transfer. It does not authorize the imposition upen the stock of a penalty limiting the unconditional right of transferring it. (Kinnan v. Sullivan County Club, 26 App. Div., 213.) The relation of shareholder in a corporation is created by the subscrip- tion agreement, and it is not essential to such relation that a certificate of stock be actually issued. (Beals v. Buffalo Expanded Metal Constn. Co., 49 App. Div., 589.) When such subscriber accepts an office in the corporation and does other acts which can only be done by a shareholder, he is estopped from denying the existence of that relation, notwithstand- ing the fact that no stock book was kept by the corporation, and that he never received a certificate of stock. (Id.) A by-law imposing upon each share of stock dues to the extent of ten dollars per year, passed after the owner acquired his stock, affords no authority for an assessment thereof and is, as to the owner, ex post facto and unauthorized. (Sullivan County Club v. Butler, 26 Misc., 306.) Where a corporation issues certificates of stock bearing on their face the words, “shares $100 each, full paid and non-assessable beyond $10 per annum,” the corporation cannot subsequently assess the shares, and the acceptance of the shares, with the clause, “ non-assessable beyond $10 per annum,” does mot amount to an assent upon the part of the owner 140 Issvze AND TRANSFERS OF STOCK. The Stock Corporation Law, § 40. to an assessment which is not authorized by law. (Sullivan County Clup v. Butler, 26 Misc., 306.) Questions of fraudulent representations in the sale of corporate stock considered. (Townsend v. Felthousen, 156 N. Y., 618; Darling v. Klock, 33 App. Div., 270.) No statute of this State makes it illegal for a foreign corporation to guarantee the payment of bonds of another corporation. (Dougan y. Evansville & T. H. R. R. Co., 15 App. Div., 483, 44 N. Y. Supp., 503.) AnD agreement by which one corporation offers the stockholders of another corporation to purchase their stock in the latter company at 100 per cent. above par, upon the deposit with a trustee of a majority of the holdings, and to pay for the stock in cash or by bonds of the purchasing corporation, is not illegal, as this section permits of such purchase. (Phelan v. Edison Elec. Illg. Co., 24 Misc., 109.) ‘ An owner and transferee of stock in a foreign corporation may compel the corporation to recognize the transfer, record it on their books and issue new stock in place of the old. (Ernst v. Elmira Municipal Improve- ment Co., 24 Misc., 583.) In the absence of a statutory provision or by-law to the contrary, an original subscriber to the stock of a corporation can transfer his stock to another, and, if made in good faith, his liability as a stockholder ceases and the transferee will be substituted in his place with the same rights and liabilities as the original holder. (Rochester & Kettle Falls Land Co. v. Raymond, 158 N. Y., 576, aff’g 4 App. Div., 600.) 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 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. & Northem Ry. Co., 150 N. Y., 410, revsg. 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 and board of directors. (Einstein 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. (Rothuiller v. 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: Issuz anp TRANSFERS OF STOCK. 141 The Stock Corporation Law, § 40. ing solely through such agencies. (Jarvis v. Manhattan Beach Co., 148 N. Y., 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 v. 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 dealing 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, revsg. 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 a mere equitable right. (Knox v. Eden Musee Co., 148 N. Y., 441, revsg. 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 v. Eden Musee Co., 148 N. Y., 441, revsg. 74 Hun, 483, distinguishing McNeil v. 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 cor- poration, as security for a loan made to him personally. (Knox v. Eden Musee Co., 148 N. Y., 441, revsg. 74 Hun, 483.) The act of the manager of a corporation, without any authority to issue 142 IssuE AND TRANSFERS OF STOCK. The Stock Corporation Law, § 40. 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 no prine- ple of agency, either express or implied, can the corporation be made liable therefor. (Knox vy. 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 as 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 R. R. Co., 139 N. Y., 146, distinguishing Fifth Ave. Bank v. Same, 137 N. Y., 231.) But the rule which imposes a liability upon the principal for the unauthorized acts of his agent applies to a spurious, but apparently genu- ine, 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 appa- rent authority. (Hellman v. Same, 74 Hun, 529.) A bona fide holder of such certificates has a claim to recognition as a stockholder, or to indem- 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. vy. 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. (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. (Gibbs v. Long Island Bank, 83 Hun, 92.) A stockholder has a right to transfer his certificate of stock, which is liable to assessment, and if the certificate so surrendered is delivered to Issuz anp TRANSFERS .OF STOCK. 143 The Stock Corporation Law, § 40. the corporation and canceled by it, and a new certificate issued to the transferee, the corporation thereby surrenders all claim upon the original stockholder, and accepts the transferee in his place. (Rochester & Kettle Falls Land Co. v. Raymond, 158 N. Y., 576, aff’g 4 App. Div., 600. See, also, cases therein cited.) 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 overissue 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 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. v. 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. (Buf- 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 v. N. Y. & Northern Ry. Co., 77 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 v. N. Y. & Northern Ry. Co., 77 Hun, 322.) 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, 134 N. Y., 174.) The finding of a jury, upon conflicting evidence as to whether or not certain 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 a 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, 144 IssvE AND TRANSFERS OF STOCK. The Stock Corporation Law, § 40. 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 certig. eate. (Id.) 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 con- clusion of law. (Bryce v. 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, held that the purchase of stock and the guaranty were parts of the same transaction, and the purchase of the stock was a sufficient consideration to sustain the guaranty. (Oppenheim y. Water- bury, 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 & Elec. Co., 77 Hun, 149; aff'd, 146 N. Y., 46.) When certificates of stock contain apparently all the essentials of genu- ineness, a bona fide holder thereof has a claim to recognition as a stock- holder. (Mut. Life Ins. Co. v. Forty-second St. R. R. Co., 74 Hun, 505.) 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 binding subscription 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 lfa- bility as a stockholder to the creditors of the corporation. (Shellington v. Howland, 53 N. Y., 371.) , The certificate of stock is 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 ¥. 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 & Seventh Ave. R. R. Co., 9 N. Y. Civ. Pro. Rep., 304; King v. Barnes, 113 N. ¥., 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- SuBscripTions To STock. 145 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 v. 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 v. 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 v. Barnes, 113 N. Y., 476; Robinson v. National Bk., etc., 95 N. Y., 637; Cush- man vy. 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., 623; 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 v. Millerton Iron Co., 133 N. Y., 164; Hurd v. N. Y. & Com’l Laundry Co., 167 N. Y., 89, revsg. 52 App. Div., 467.) Where a board of directors appointed an executive committee, giving it no power to issue stock, and thereafter stock was issued by the presi- dent of the corporation under the authority of such committee and the beard of directors neither authorized nor ratified such issue, no title was conferred upon one who was not a purchaser in good faith for full value. (Ryder v. Bushwick R. R. Co., 134 N. Y., 83.) § 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 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.) 146 Svupscriprions To Stock. The Stock Corporation Law, § 41. TS The amendment of 1892 consisted of the insertion of the words “ whoge subscription is payable in money” in the second sentence. It should be carefully noted that under the amendment it is only the subscriber, *“whose subscription is payable in money,” who is required to pay ten per cent. in eash at the time of subscribing, and that most of the decisions in the following cited cases were rendered prior to the amendment. The relation of shareholder in a corporation is created by the subscrip- tion agreement, and it is not essential to such relation that a certificate of stock be actually issued. (Beals v. Buffalo Expanded Metal Constn. Co., 49 App. Div., 589.) When such subscriber accepts an office in the ‘corporation and does other acts which can only be done by a shareholder, he is estopped from denying the existence of that relation, notwithstand- ing the fact that no stock book was kept by the corporation and that he never received a certificate of stock. (Id.) Where, contemporaneous with a subscription to the stock of a corpora- tion, the subscriber and the corporation enter into an agreement by which the subscriber, in consideration of the delivery to him at a future time of the stock for which he subscribes, agrees to advance moneys to the corporation up to the par value of said stock, the sums so advanced to be repaid to him ‘‘immediately upon the receipt and payment of such contracts for which such sums have been advanced,” such agreement is not, as against the creditors of the corporation, to be read in connection with his subscription. (Beals v. Buffalo Expanded Metal Constn. Co., 49 App. Div., 589.) The execution by the subscriber, with knowledge of the insolvency of the corporation, of an assignment of the agreement toa third person, who assumes the subscribers’ obligations thereunder, and of a release to the corporation of all demands existing, and those subse quently accruing which might inure to the subscriber, and the transfer of the agreement, by the assignee thereof, to, and its acceptance by, the corporation, do not operate to release the subscriber from liability upon his unpaid subscription. (Id.) 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. S. Vinegar Co. v. Foehrenbach, 148 N. Y., 58, discussing 143 N. Y., 537, aff’g 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 counterclaim based upon a subscription to the stock of the cor- poration is interposed, the contract to subscribe can only be enforced according 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 subscription was accompanied by a letter stating that a certain amount would be paid in cash, and the balance by deducting a percentage from the subscriber’s monthly accounts with the corporation; and in such case the counterclaim can only be maintained by proof of what the percentage on the monthly accounts amounted to. (Id.) Suzsscrretions to Stock. 147 The Stock Corporation Law, § 41. 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., 473; South Buffalo Natural Gas Co. v. Bain, 9 Misc., 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. R. 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 v. Wallace, 6 Daly, 364.) Noteg given for the ten per cent. upon which payment was afterwards enforced, satisfies the statute. (O. C. & R. R. R. Co., v. Wooley, 1 Keyes, 118.) Hach subscription constitutes a separate and independent agreement. There can be no 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. (Phoe- nix 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. RB. 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. R. R. Co. vy. Dudley, 14 N. Y., 336.) 148 ConstweraTion For IssuE oF Stock anv Bonps. The Stock Corporation Law, § 42. § 42. ‘Consideration for issue of stock and bonds.— NX, 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. Any corporation may purchase ‘any property authorized by its certificate of incorporation, or neces- sary for the use and lawful purposes of such corporation, and may issue stock to the amount of the value thereof in payment therefor, and the stock so issued shall be full paid stock and not liable to any further call, neither shall the holder thereof be liable for any further payment under any of the provisions of this act; and in the absence of fraud in the transaction the judgment of the directors as to the value of the property purchased shall be con- clusive; and in all statements and reports of the corporation, by law required to be published or filed, this stock shall not be stated or reported as being issued for cash paid to the corporation, but shall be reported as issued for property purchased. (Former section 42, L. 1890, ch. 564, as amended by L. 1892, ch. 688, and L. 1901, ch. 354.) This section formerly provided that no stock shall be issued for less than its par value and no bonds for less than the fair market value thereof, but by the amendment of 1901, chapter 354, these restrictions were abolished and the additional provisions inserted, permitting a cor- peration to purchase any property authorized by its certificate of incor- poration, and in the absence of such authorization permitting it to purchase any property necessary for the use and lawful purposes of the corporation and to issue stock to the amount of the value thereof in pay- ment therefor, and declaring stock so issued to be full-paid stock and not liable to any further call. ‘Said amendment also added the provision that “in the absence of fraud in the transaction the judgment of the directors'as to the value of the property purchased shall be conclusive.” These new features are upon the lines of the English Companies Act and the New Jersey statute upon the same subject. The foregoing important modifications will preclude the serious questions which occasionally 0c curred under the former practice as to the legality and validity of the issue of stock of a corporation in payment for properties not having 4 determinable market value. Section 5 of chapter 354, Laws of 1901, taking effect April 1éth, and amending the foregoing section, provides that pending actions or proceed: ings shall not be affected, nor existing rights, if action be begun within six months. For full text of this saving clause, see note under sectiol 2, page 82. In view of the sweeping changes made in section 42 by the last amend ment, only a few of the decisions rendered in cases heretofore arisiti thereunder are applicable. For such cases, see the fourth edition ¢ “White on Corporations,” pages 134-136, and pages 1001-1002. The case hereinafter cited also arose before thé change in the law, and this fac should be borne in mind in using them. ConsIDERATION ror Issur or Stock anp Bonps. 149 The Stock Corporation Law, § 42. ‘Corporations are not permitted to interpose the defense of usury. See ante, page 90. 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.) In determining whether this section has been violated, the value of a franchise of a corporation to be acquired under a contract is to be con- sidered, as well as the value of the plant and tangible properties of the company secured thereby. (Rafferty v. Buffalo City Gas Co., 37 App. Div., 618.) The purpose of a corporation to secure itself against ruinous competi- tion is “a lawful purpose’ within the meaning of this section. (Rafferty vy. Buffalo City Gas Co., 37 App. Div., 618.) A. contract, by which a railroad corporation agrees to pay for the con- struction of a railroad by issuing all its bonds and the greater part of its stock to the contractor and covenants to make such payment in advance, is not, in the absence of evidence showing that the par value of the stock and the market value of the bonds was greater than the value of the contract obligation received therefor to build the road, invalid under the foregoing section. (Hudson River & Washington Co. Midland R. R. Co. v. Hanfield, 36 App. Div., 605.) An issue of stock to a promoter is not an issue for cash or property. (Herbert v. Duryea, 34 App. Div., 478.) Where a corporation having no creditors, and only three stockholders, each holding one share of stock, enters, with the consent of two of the stockholders, and without objection on the part of the third, into a con- tract for the construction of its plant, whereby it agrees to pay the con- structing firm the balance of its entire issue of stock, and the contract is fully performed on both sides, a person, who subsequently buys stock which was issued to his assignor in payment for services rendered to the constructing firm, cannot claim that the contract was invalid upon the ground that it was executed in fraud of the rights of the stockholders. {Drake v. N. Y. Suburban Water Co., 26 App. Div. 499.) Bonds issued under a trust mortgage by an embarrassed corporation upon the surrender by creditors of notes given by the corporation for. money and property actually received by it for its use and lawful pur- poses, and accompanied by an extension to it of the time of payment, dc not violate this section. (Matter of Snyder, 29 Misc., 1.) Stock issued for good-will is issued for property actually received within the meaning of the statute. (Washburn v. National W. P. Co., 81 Fed. Rep., 17.) Where a corporation issues to a person, in payment for his lands, cer- tificates of its. stock bearing on their face the words “‘ shares $100 each. Full-paid and non-assessable beyond $10 per annum,” the corporation cap- not subsequently assess the shares as the statute does net authorize an assessment, and the acceptance of such shares with such clause does not amount to an assent upon the part of the holder to an assessment which is not authorized by.law. (Sullivan County Club v. Butler, 26 Mise., 306.) 150 Tre or Payment oF SusBscriptTions To Stock. The Stock Corporation Law, § 43. § 43. Time of payment of subscriptions to stock.— Subscriptions 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 use of the corporation. Such stock, if forfeited, may be reissued or subscriptions there- for 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 cenital 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 re- ceiver of the assets of the corporation has been appointed, all un- paid subscriptions 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, sce 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. In the absence of special provisions to the contrary, either in the statute under which a corporation was organized or in its by-laws, an original subscriber to its stock can transfer his stock to another, and, if the transfer is in good faith, his liability ceases and the transferee will be substituted in his place, with the same rights and liabilities a8 the original holder. (Rochester & Kettle Falls Land Co. v. Raymond, 158 N. Y., 576, aff’g 4 App. Div., 600.) Where books of account, upon which depend the right of a corporation to forfeit the stock of the subscriber for his failure to pay assessments, are much confused, he is entitled to maintain an action in equity to enjoin the sale of his stock and for an accounting to determine whether Time oF PayMENT oF SuBscriptTions to Stock. 15t The Stock Corporation Law, § 43. he is indebted to the corporation. (Schuetz v. German-American Real Estate Co., 21 App. Div., 163.) A general assignee of an insolvent corporation of another State, ap- pointed in.that State, can maintain in the courts of this State an action in equity against all original stockholders residing here, to enforce their common-law contractual liability to pay the subscription price of their stock. (Stoddard y. Lum, 159 N. Y., 265, revsg. 32 App. Div., 565.) 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.) 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 cor- poration at the time 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 con- tract, a cancellation of his subscription, and the removal of his name from the books of the corporation. (Bosley v. Nat’! 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, etc. 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. R. 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.) 152 Increase ork Repvction or Capital Stock. The Stock Corporation Law, § 44. 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., 750; 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, 3g 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 y. N. Y., L. E. & W. R. R. Co., 125 N. Y¥., 263. See, also, Gamble v. Queens Co. W. Co., 123 N. Y., 263.) 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. BR. RB. Co., 183 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 v. 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 vy. 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 do- mestic corporation may increase or reduce its capital stock in the manner herein provided, but not above the maximum or below the minimum, if any, prescribed by general law governing cor- porations formed for similar purposes. 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 in- surance 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 Increase oR RepuctTion oF Capitan Srock. 153 The ‘Stock Corporation Law, § 44. 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 re- duced. A domestic railroad corporation may increase or reduce its capital stock in the manner herein provided, notwithstanding any provision contained herein, or in any general or special law fixing or limiting the amount of capital stock which may be issued by it. (L. 1890, ch. 564, as amended by L. 1892, ch. 688; L. 1894, ch. 346; L. 1899, ch. 696, and L. 1901, ch. 354.) For forms of certificate of increase or reduction of capital stock, see post, forms Nos. 48, 49, 50, 50a. In 1899 this section was amended so as to permit a railroad company incorporated by special act to increase or reduce its capital stock in con- formity with this law, notwithstanding any restriction in such special act fixing or limiting its capitalization. By the amendment of 1901, chapter 354, the wording of this section was changed in such a manner as to empower a stock corporation created by special act of the Legislature to make an increase or reduction of its eapital stock in conformity with this law, notwithstanding any provision in the special act of incorporation, fixing or limiting the amount of the capitalization of such corporation. Upon an increase of capital stock a tax of one-twentieth of one per cent. is payable. (Tax Law, section 180, ante, page 73.) An order of reference, obtained by three directors of a corporation having seven originally, requiring the parties in interest to show cause why the corporation should not be dissolved, ought not to be granted - when, at the time dissolution proceedings were begun, directors, who were at least such de facto and represented a majority of the stockholders, were, to the knowledge of the petitioning directors, in control of the cor- poration and had given notice to stockholders of a meeting to reduce the capital stock, with a view to avoid dissolution or threatened insolvency, actual insolvency not being alleged in the petition for dissolution. (Matter of Bay State Shoe & Leather Co., 26 Misc., 571.) Where stockholders have taken valid action for a reduction of capital stock and the directors subsequently provide for the issue of debenture bonds payable in part by stock, the court will interfere with such reduc- tion of stock only so far as it is incidental to the proposed issue of bonds. (Merz v. Interior Conduit & Insulation Co., 20 Misc., 378.) 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. (Hin- stein v. Rochester Gas & Hlectric 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 does not amount to an increase of the capital stock of such Lourth corpo- 154 Iworease or Rupuction or Capita Srocx. The Stock Corporation Law, § 45. ration. (Einstein v. Rochester Gas & Electric Co., 146 N. Y., 46, 7 Hun, 149.) 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, Irn 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 X. 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 dls- 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 ineorpora- 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 either by the unanimous consent of the stockholders, expressed in writing and filed in the office of the secretary of state and in the office of the clerk of the county in which the principal business office of the corporation is located, or 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 in the manner provided by law or by the by-laws. Notice of the meeting, stating the time, place and object, and the amount of the increase or reduction proposed, signed by the president or 4 vice president and the secretary, shall be published once a week, for at least two successive weeks, in a newspaper in the county where its principal business office is located, if any is published therein, and a copy of such notice shall be duly mailed to each stockholder or member at his last-known post-office address at Meetine to Increase on Repuce Carrrat Srocx. 155 The Stock Corporation Law, § 46. least two weeks before the meeting or shall be personally served on him at least five days before the meeting. (Former section 45, L. 1890, ch. 564, as amended by L. 1892, ch. 688, and L. 1893, ch. 700, and L. 1901, ch. 354.) For form of notice, see post, form No. 49. By the amendment of 1901, the following changes were made in this section: An increase or reduction of capital stock is authorized, without holding a meeting of the stockholders, by filing a written unanimous consent. When a special meeting of stockholders is to be held for the purpose of increasing or reducing the capital stock, it may. be called ‘in the manner provided by law, or by the by-laws.” When called in the man- ner provided by law, the notice is not required to be signed by a majority of the directors as heretofore, but may be signed only by the president or the vice-president and the secretary. The time for mailing notices for such meetings has been reduced from three weeks to two weeks prior to the meeting, and such mailing may be dispensed with by a personal service of the notice on a stockholder at least five days before the meeting. Laws of 1901, chapter 354, amending the foregoing section, to take effect April 16th, saves existing rights, provided action be begun within six months. For full text of said saving clause, see note under section 2 of this law. Since 1895 special meetings of stockholders to increase capital stock, without notice of meeting and without the lapse of any period of time, have been sanctioned by statute, provided such action were authorized and the statutory requirements were waived in writing by all the stock- holders, pursuant to section 38 of the General Corporation Law. 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 vy. Douglas, 19 Hun, 577.) § 46. Conductofsuch 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 rep- resenting at least a majority of all the shares of stock, they shall organize by choosing from their number a chairman and secre- tary, 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 in- crease or reduction, or if the same shall have been authorized by the unanimous consent of stockholders expressed in writing signed by them or their duly authorized proxies, a certificate of the pro- ceeding showing a compliance with the provisions of this chapter, 156 Meerrine to Increase on Repucre Capita Stocx. The Stock Corporation Law, § 46. the amount of capital theretofore authorized, and the proportion thereof actually issued, and the amount of the increased or reduced capital stock, and in case of the reduction of capital stock the whole amount of the ascertained debts and liabilities of the corporation shall be made, signed, verified and acknowledged by the chair. man 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 moneyed 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 ascertained debts and liabilities; and in case of the increase or‘reduction of the capital stock of a railroad corporation or a moneyed 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 corporation formed under or subject to the banking law, and of the superintendent of insurance, if an insurance cor- poration. When the certificate herein provided for has been filed, the capital stock of such corporation shall be increased or reduced, as the case may be, to the amount specified in such certificate. The proceedings of the meeting at which such increase or reduction is voted, or, if such increase or reduction shall have been authorized by unanimous consent without a meeting, then a copy of such consent shall be entered upon the minutes of the corporation. If the capital stock is reduced, the amount of capital over and above the amount of the reduced capital shall, if the meeting or consents so determine or provide, be returned to the stockholders pro rata, at such times and in such manner as the directors shall determine, except in the case of the reduction of the capital stock of an insu- ance corporation, as an alternative to make good an existing im- pairment. (Former section 46, L. 1890, ch. 564, as amended by L. 1892, ch. 688, and L. 1893, ch. 700; L. 1901, ch. 354, and L. 1902, ch. 286.) The last clause, embodying the exception relative to insurance corpo- rations, was added by L. 1902, ch. 286. For forms under this section, see post, forms Nos. 48, 49, 50, 50a. 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 v. Carr, 36 Hun, 488; aff’d, 100 N. Y., 641.) Where a corporation has increased its capital stock in a legal manner, a failure to file the certificate of increase. until a motion has been made for a receiver, does not necessarily show that the directors in control PREFERRED aND Common Stock. 157 The Stock Corporation Law, § 47. withheld the certificate for a wrongful purpose, nor is bad faith shown by their refusal, under advice of counsel, to allow holders of stock, by the record, to vote thereon, where the actual interest of such holders was only that of pledgees. (Thalmann vy. Hoffman House, 27 Misc., 140.) § 47. Preferred and common stock.— Every domestic stock corporation may issue preferred stock and common stock and different.classes of preferred stock, if the certificate of incorpora- tion so provides, or by the consent of the holders of record of two- thirds of the capital stock, given at a meeting called for that pur- pose upon notice such as is required for the annual meeting of the corporation. A certificate of the proceedings of such meeting, signed and sworn to by the president or a vice-president, and by the secretary or assistant secretary, of the corporation, shall be filed and recorded in the offices where the original certificate of incorporation of such corporation was filed and recorded; and the corporation may, upon the written request of the holders 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, upon such valuation as may have been agreed upon in the certificate of organization of such corporation, or the issue of such preferred stock, or share for share 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, and L. 1901, ch. 354.) For forms of certificate of preferred stock, see post, forms Nos. 43, 51. For form of consent authorizing issue of preferred stock, see post, form No. 2. For examples of various classifications of preferred and common stock, see post, forms Nos. 134, 135, 136, 187, 138, 139 and 140. As amended in 1901, this section authorizes the classification of stock gto common and preferred, and into different classes of preferred stock by a vote of the holders of two-thirds of the capital stock of the corpora- tion, instead of by unanimous consent, which was required prior to this amendment. This change harmonizes the section with the statutes of nearly all the other States. Laws of 1901, chapter 354, amending the foregoing section, to take effect April 16th, saves existing rights, provided action be begun within six months. For full text of said saving clause, see note under section 2 of this law. The cases respecting preferred stock arose before the enactment of the provisions of the foregoing section, and, therefore, the decisions therein laid down principles of law which do not, in their entirety, apply to issues of preferred stock made pursuant to the above statute, which ‘expressly authorizes such stock. This fact should be borne in mind in 158 Prourpirep Transrers To OFFIcERs or STocKHOLDERs, The Stock Corporation Law, § 48. order that these early decisions may not be misleading. The cages referred to are as follows: The right of every shareholder to his proportion of the profits is 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, revsg. 93 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., 13 N. Y., 599.) In the absence of a statute reserving such power, a corporation cannot issue preferred stock to the prejudice of the owners of its common stock, without their unanimous consent. (Ernst v. Elmira Municipal Improve ment Co., 24 Misc., 583, and group of cases therein cited.) § 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 prop- erty to any of its officers, directors or stockholders, directly or in- directly, for the payment of any debt, or upon any other considera tion than the full value of the property paid in cash. No convey- ance, assignment or transfer of any property of any such corpora- tion 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 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 shall be valid, except that laborers’ wages for services shall be preferred claims and be entitled to payment before any other creditors out of the corporation assets in excess of valid prior liens or incumbrances. No corporation formed under or subject to the banking, insurance or railroad law shall make any assignment in contemplation of insolvency. 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 PROHIBITED TRANSFERS To Orricers oR STOCKHOLDERS. 159 The Stock Corporation Law, § 48. 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, corporation formed under or subject to thé banking law, exceed- ing in value one thousand dollars, shall be made by such corpora- tion, or by any officer or director thereof, unless authorized by 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 trans- fer shall be void in the hands of a purchaser for a valuable con- sideration without notice. Every director or officer of a corpora- tion who shall violate or be concerned in violating any provisions of this section, shall be personally liable to the creditors and stock- holders 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, and L. 1901, ch. 354.) The amendment of 1901 added the provisions that laborers’ wages are entitled to payment as preferred claims out of the corporation assets, in excess of valid prior liens or incumbrances. It also added the sentence prohibiting a corporation formed under or subject to the Banking, Insur- ance or Railroad Law from making any assignment in contemplation of insolvency. Laws of 1901, chapter 354, amending the foregoing section, to take effect April 16th, saves existing rights, provided action be begun within six months. For full text of said saving clause, see note under section 2 of this law. Until the passage of chapter 688, Laws of 1892, amending this section, the courts seemed uniformly to uphold acts on the part of officers of insolvent corporations which were plainly intended to facilitate the efforts of creditors to secure preferential liens by judgment. (Varnum vy. Hart, 119-N. Y., 101; French v. Andrews, 145 N. Y., 441.) By said amendment of 1892, the suffering of a judgment, creating a lien and giving security by an insolvent corporation, with the intent of giving a preference, are brought within the prohibition of the act, the Legislature having been doubtless influenced in their action by reason of the above decisions. (Olney v. Baird, 15 Misc., 385; aff'd, 7 App. Div., 95.) By chapter 688, Laws of 1892, amending this section, the prohibited acts were restricted to such as were committed “ with the intent of giving a preference to any particular creditor over other creditors of the cor- poration.” (Home Bank v. Brewster & Co., 17 Misc., 442; Same case, 15 160 Proursitep TRANSFERS TO OFrrFicERs oR STocKHoLpers, The Stock Corporation Law, § 48. App. Div., 338; Hilton v. Ernst, 38 App. Div., 95.) Therefore, a stock corporation may make a general assignment without preferences. (Home Bank v. Brewster, supra.) This section does not apply to foreign corporations. (Standard Nat. Bk. v. Garfield Nat. Bk., 56 App. Div., 43; Vanderpoel v. Gorman, 140 NX. Y., 569; Matter of Hulbert Bros. & Co., 38 App. Div., 323; Standard Nat, Bk. v. National Silk Label Co., 30 Misc., 219; Worthington v. Pfister Book- binding Co., 3 Misc., 418; Lane v. Wheelwright, 69 Hun, 180.) But see section 60 of this law relative to foreign corporations transacting busi- ness in this State. Where an officer of a corporation, for the purpose of enabling a creditor to obtain judgment speedily, procured notes, aggregating $7,700, to be made for small amounts, so as to permit the creditor to obtain judgment in a city court on a short service of summons, violates this section. (Rossman v. Seaver, 41 App. Div., 604.) In determining the question whether an insolvent corporation, or its officers, with the intent of giving a preference to a creditor, performed any act which enabled him to obtain a judgment, where the evidence is eapable of an interpretation in which the absence of a wrongful act is equally consistent with the presence of such act, that meaning must be given thereto which accords with its absence. (Lopez v. Campbell, 163 N. Y., 340, revsg. 18 App. Div., 427.) Where the president of a corporation, which has a deposit in a bank of which he is a director, upon learning, as a director, of the imminent insolvency of the bank, immediately informs his corporation and assists and procures it to withdraw its deposit by means of its own check, and the bank never opened for business after the check was paid, there is no violation of this section, either upon the part of the corporation or upon the part of its president, as a director of the bank. (O’Brien v. Hast River Bridge Co., 161 N. Y., 539, revsg. 36 App. Div., 17.) This section prohibits the following acts: 1. It prohibits officers and directors of an insolvent corporation or of one about to become insolvent, from using their knowledge of its con- dition and their dominant position for their individual benefit in col- lecting their own claims, either through a voluntary payment, or through collusive and preferential liens, to the prejudice of other creditors, not so favorably situated. 2. It prohibits a preferential general assignment by a corporation, though it does not forbid assignments without preferences. 3. It prohibits a transfer of any of the corporate assets to an officer, director or stockholder upon any other consideration than the payment of the full value of the property in cash. (O’Brien v. East River Bridge Co., 161 N. Y., 539, revsg. 36 App. Div., 17.) A general assignment without preferences, executed by a corporation, will not be set aside at the instance of a judgment creditor for his sole benefit, because officers of the corporation, prior to the assignment, made payments to themselves and others in discharge of existing obligations of the corporation, which payments were in violation of this section, where there is no proof that the corporation itself authorized such pay- ments. (Creteau v. Foote & Thorne Glass Co., 54 App. Div., 168.) PROHIBITED TRANSFERS TO OFFICERS OR StTocKHOLDERS. 161 The Stock Corporation Law, § 48. One not a stockholder or judgment creditor of the corporation at the time of a.transfer of its property cannot claim that such transfer was ultra vires, as in violation of the prohibition of transfers in contempla- tion of insolvency. (Wilson v. Mechanical Orguinette Co., 68 N. Y. Supp., 173.) A permanent receiver of a corporation, which while insolvent, executed a bill of sale of its property, may maintain an action for conversion against the vendee, and is not obliged to bring a suit in equity to compel such vendee to account for property thus transferred. (McQueen v. New, 45 App. Div., 579.) This section was not intended to limit the receiver’s remedy to a suit in equity for an accounting. This provision being remedial, its language should not be narrowed or limited so as to lessen remedies given by former statutes which were not repealed by it. (Id.) When, in an action brought by a receiver of a corporation, appointed in dissolution proceedings, to set aside a judgment recovered against it, by default, as violative of this section, it appears, that, although the creditor had been in the habit of selling goods to the corporation on a credit of from two to four months, he sold it goods upon the terms of immediate payment five days before the corporation admitted its insol- vency, and thereafter recovered judgment by consent of the president of the corporation, such judgment will be set aside. (Spellman v. Looscher, 162 N. Y., 268, revsg. 31 App. Div., 94.) The purpose of this section is to prevent any improper act or omission on the part of the corporation or its officers which would result in securing to a particular creditor a preference over its other creditors, but where a ereditor has a just claim to which the corporation has no defense, and he adopts the ordinary process and procedure of the court to enforce it, which results in a judgment by default, it cannot be properly held to be within the condemnation of the statute, unless the corporation or its officers were guilty of some act besides mere non-resistance to the cred- itor’s efforts to obtain the judgment. (Lopez v. Campbell, 163 N. Y., 340, revsg. 18 App. Div., 427.) This section does not probibit a corporation, which is insolvent, and has failed to pay its notes or other obligations when due, from executing to one of its directors a general assignment without preferences, except as authorized by the statute, for the benefit of creditors. (Munzinger v. United Press, 52 App. Div., 338.) The plaintiff in an action which is pending against a corporation at the time when the latter makes an assignment for the benefit of creditors becomes, upon subsequently recovering judgment against such corpora- tion, a creditor thereof, and may maintain an action to set aside the assignment upon the ground of fraud. (Munzinger v. United Press, 52 App. Div., 338.) The word “obligations” used in this section, does not include open running accounts for services rendered to the corporation under written contracts fixing the rate of payment where the amount due at a given time can be ascertained only by an examination of the books of the party 162 Pronreirep TRANSFERS To Orricrers or SrocKHoLpeps, ——_—_—__.., The Stock Corporation Law, § 48. rendering the services, and by the bills presented therefor. (Munzinger vy. United Press, 52 App. Div., 338.) A foreign corporation has power to make a general assignment for the benefit of creditors under the laws of this State, provided fhe assign. ment is also valid under the law of the domicile of the corporation, (Rogers v. Pell, 154 N. Y., 518, revsg. 89 Hun, 159.) A resolution by the board of directors ‘that the company execute a general assignment,” without expressly deputing any one to act, author. izes its president to make an assignment for the company. (Rogers y. Pell, 154 N. Y., 518, revsg. 89 Hun, 159.) A corporation may loan its credit to its president or mortgage its prop- erty for his debt, if the stockholders or the equitable owners of the stock do not object, and if no rights of creditors intervened. (Quee Drug Co. v. Plaut, 55 App. Div., 87; Osborn v. Montelac Park, 89 Hun, 167; aff'd, 153 N. Y., 672.) A transfer by the president of a corporation of the corporate property in payment of his individual indebtedness will be upheld, provided his act has been authorized and rights of creditors are not violated. (Quee Drug Co. v. Plaut, 55 App. Div., 87.) When an officer of a corporation, having a valid claim against it which he could have enforced but for the fact that he was then an officer of it, and therefore within the restraint of the statute, transfers his claim to another, so that the office and title cease to rest in the same person, the claim becomes enforcible against the corporation, even though the transferee is the wife of the transferrer, provided that the transfer was an absolute one and made in good faith for a valuable consideration. (Jeffer- son Co, Nat. Bk. v. Townley, 159 N. Y., 490, revsg. 92 Hun, 172.) The provisions of this section, that “no stockholder of any such cor- poration shall make any transfer or assignment of his stock therein to any person in contemplation of its insolvency,” are aimed only at trans- fers made for the purpose of relieving the stockholder from his statu- tory or contractual liability, and do not affect a bona fide sale of stock by one who is under no liability as stockholder to the corporation or its creditors at the time of the transfer. (Sinclair v. Fuller, 158 N. Y., 607, aff’'g 9 App. Div., 297.) In an action by a judgment creditor under the foregoing section on behalf of himself and all other creditors similarly situated, to set aside certain transactions and judicial proceedings undertaken by an insolvent corporation to enable a defendant, also a creditor of the corporation to secure a preference, the fact that no other creditor of the corporation appears in the action does not entitle the plaintiff to priority over the other creditors in the payment of a judgment recovered. (Lodi Chemical Co. v. National Lead Co., 41 App. Div., 535. See, also, Lodi Chemical Co. v. Charles H. Pleasants Co., 25 Misc., 97.) Where officers of an insolvent corporation, in consideration of a fur- ther advance in cash from a judgment creditor, agreed to give him demand notes for the entire amount of his claim and to transfer cer tain accounts to him as security and gave several notes for such amounts PROHIBITED TRANSFERS TO Orricrers or StocKHOLDERS. 163 The Stock Corporation Law, § 48. as would enable such creditor to obtain judgment in a City Court upon a short service of summons and refrained from putting the corporation into a receivership until after judgment had been taken on the notes and levies made, renders such judgments void. (Rossman y. Seaver, 41 App. Div., 603, aff’g 22 Misc., 661.) An assignment with preference by a foreign corporation which does not transact business within the State of New York, does not contravene the statutory law of the State of New York, prohibiting transfers of prop- erty by an insolvent corporation with an intent to give a preference, nor is it repugnant to its general policy. (Matter of Hulbert Bros. & Co., 38 App. Div., 323.) But, see section 60 of this law relative to foreign corporations transacting business within the State. The provision to the effect that no officer, director or stockholder of a corporation shall make any transfer or assignment of its property to any person in contemplation of its insolvency, applies to such a transfer or assignment made by the corporation itself. (Munson v. Genesee Iron & Brass Works, 37 App. Div., 203.) Mortgages executed in violation of this section may be attacked by a person who, after such mortgages were recorded, but on the same day, obtained judgment in an action against the corporation to recover for personal injuries. (Munson vy. Genesee Iron & Brass Works, 37 App. Div., 203.) It seems that a general assignment for the benefit of creditors, executed by a corporation to a director or stockholder thereof, is not repugnant to this section; a transfer .contemplated by the section is one which is for the benefit of the director or stockholder, and operates in the nature of a preference. (Linderman v. Hastings Card & Paper Co., 38 App. Div., 488.) Where officers of an insolvent stock corporation have assigned accounts of the corporation to creditors the latter are not entitled to retain the proceeds on the ground that such assigned accounts were to take the place of accounts which had been previously assigned as security for loans made by such creditors and which had been unlawfully collected by the corporation. (Hilton v. Ernst, 38 App. Div., 94.) The president of a corporation bas no power to determine whether a general assignment for the benefit of creditors shall be made or to execute it unless authority be conferred upon him by the board of directors, and where he attempts to do so without such authority, his acts as against the stockholders and creditors are absolutely void. (Schaefer v. Scott, 40 App. Div., 438.) The common-law right of an insolvent corporation to make a general assignment for the benefit of creditors has been restored by the enact- ment of the foregoing section as amended in 1892, subject, however, to the condition that the assignment must be without preferences. (Croll v. Empire State Knitting Co., 17 App. Div., 282.) An inhibition against transfers of property made in contemplation of insolvency, entitles a permanent receiver, suing under this section, to recover preferential cash payments made by the corporation subsequent 164 Prouipirep TRANSFERS TO OFFICERS oR STOCKHOLDERs, The Stock Corporation Law, § 48. to the passage of chapter 564, Laws of 1890, section 48, but before the amendment of 1892 went into effect. (Stiefel v. N. Y. Novelty Co,, 95 Misc., 221.) Assignments of book accounts, made by an insolvent corporation in contemplation of insolvency and to give the assignee a preference, will be set aside at the instance of judgment creditors of the corporation, (Dudensing v. Jones, 27 Misc., 69.) A payment made when a corporation is hopelessly insolvent to a trus- tee for past services as general manager, and with a view to secure to him a preference, is void. (Dwight v. Williams, 25 Misc., 667.) A judgment creditor, whose execution has been returned unsatisfied, may maintain an action to set aside an assignment for creditors, made by the corporation after it had, with knowledge of its insolvency, already disposed of a considerable part of its property among its officers and attorneys, and may secure payment of his judgment from the corporate property by virtue of a lien created by the issuing of the execution. (Koech] v. Leibinger & Oehm Brewg. Co., 26 App. Div., 573. See, also, Same v. Same, 24 Mise., 298.) 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 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 ProuIBitED TRANSFERS TO Orricers on STOCKHOLDERS. 165 The Stock Corporation Law, § 48. who, although not a director, substantially controls the company, the judgment is void. (Olney v. Baird, 7 App. Div., 95, aff’g 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.) 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 y. A. B. Cleveland Co., 91 Hun, 447.) 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 officers 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 thé 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.) 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.) Assignment of property by an insolvent corporation for the purpose 166 Prouipirep TRansFers To Orricers or StTocKHotpegs, The Stock Corporation Law, § 48. 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 y. 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.) A.bill of sale in contemplation of insolvency is void. (Keiley v. M. & T. Bk., 39 St. Rep., 438, 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, Y., 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 against creditors of the corporation. (Cole v. Millerton I. Co., 133 N. Y, 164; id., 38 St. Rep., 34.) ; Judgment on offer of insolvent corporation is void. (Braem v. Mer. Nat. Bk., 127 N. Y., 508, 40 St. Rep., 327; Nat. Broadway Bk. v. W. M. Co., 59 Hun, 470; Varnum vy. Hart, 119 N. Y., 101.) But an insolvent corporation is not obliged to defend any suit brought to recover a valid debt. (1d) 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 incum- 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 a attachment. (Throop v. Hatch Lith. Co., 125 N. Y., 530, disf’g Varnum v. Hart, above.) New Cerrtiricate or Stock; APPLICATION FoR. 167 The Stock Corporation Law, §§ 49, 50. 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.) 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, 134 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. This section has been repealed by Laws of 1901, Chapter 364. The section thus stricken from the statute books enabled any stock- holder during the pendency of mortgage foreclosure proceedings against his corporation to pay a portion of the mortgage debt and to that extent to become subrogated to the rights of the mortgage creditors. The repeal of this section does not disturb the equitable right of subrogation which has been recognized by the courts irrespective of statutory provisions. Chapter 354, Laws of 1901, repealing section 49, contained a saving clause, the full text of which is printed in the note under section 2 of this law. § 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 168 Orprer oF Court Upon Stcu APPLicaTion. The Stock Corporation Law, § 51. secretary or treasurer thereof, personally, at least ten days before the time for showing cause. For form of bond of indemnity, see post, form No. 147. (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. 42d 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 vy. National Bank, 7 N. Y., 274.) § 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 num- ber 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 FinanciaL STATEMENT TO STOCKHOLDERS. 169 The Stock Corporation Law, § 52. 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 discharged 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 cor- poration 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.) The provisions of this section, relative to the issue cf a new certificate of stock in place of one lost, do not affect the liability of a corporation to its créditors under the provisions of section 1917 of the Code of Civil Procedure. (Rolston v. Central Park, N. & E. R. R. Co., 21 Misc., 439, aff’g 20 Misc., 656.) § 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 statement, which shall at all times during business hours be exhibited to any stock- holder 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, ex- tend 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. (Fermer 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 of 170 Stock Booxs or Foreign CorporaTIons. The Stock Corporation Law, § 53. 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, 372.) Where a stockholder owning more than five per centum of the capital stock makes a written request for a financial statement and the treasurer neglects to deliver the same within thirty days, the fact that he had resigned before the expiration of such period is no defense. (Osborne v. Gilliams, 33 Misc., 312.) When a proper demand for a financial statement has been made, but the corporation had been dissolved before the expiration of the thirty days, no statement need be made, as a defunct corporation no longer has a treasurer and cannot through him or through any one be called upon to render such a statement. (Osborne v. Gilliams, 33 Misc., 312; McCrea v. Bedell, 9 Misc., 372.) ; The furnishing to a stockholder by the treasurer of a stock corporation of an unverified ‘statement of its affairs,” after a demand for a state- ment under oath, made by the stockholder and the refusal of the treas- urer to furnish any other statement, although the defect was pointed out to him, subjects him to the statutory penalty of fifty dollars for a fall- ure to furnish a legal statement and the further penalty of ten dollars for every day’s neglect, up to the time when an action for the penalty is begun, notwithstanding the stockholder’s delay in bringing his action. (St. John v. Eberlin, 23 Misc., 585.) § 53. Stock books of foreign corporations. — Every for- eign stock corporation having an office for the transaction of busi- ness 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 re- spectively became the owners thereof, and the amount paid thereon. Such stock book shall be open daily, during business hours, for the inspection 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 corpora tion 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, Stock Booxs or Forrian Corporations. 171 The Stock Corporation Law, § 53. judgment creditor or officer of the state authorized by law to in- vestigate 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 dol- lars 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.) For other provisions affecting foreign corporations, see the index. Although the stock book of a foreign corporation is required to be kept open daily during business hours, a different provision governs domestic corporations whereby the stock book of such corporations is to be kept open during only three hours each day for inspection of stockholders and judgment creditors. (Stock Corporation Law, section 29.) The State courts have no jurisdiction to grant the application of a stockholder of a foreign corporation, not made in an action at law or in equity, for a writ of mandamus to compel an inspection by him of the books and records of such corporation. (Matter of Rappleye, 43 App. Div., 84.) 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. (People ex rel. Hatch vy. Lake Shore & M. 8. Ry. Co., 11 Hun, 1; People ex rel. Field v. No. Pac. R. R. Co., 50 Super. Ct., 456.) Where two foreign corporations are managed by the same officers, a foreign stockholder in both companies will be granted a peremptory mandamus, brought in the State of New York, to ascertain the value of certain corporate stocks and bonds which he has pledged to a third party, requiring both corporations to permit an inspection of such books and papers as are within the jurisdiction of this State. ‘Such application is either within the spirit of section 1780 of the Code of Civil Procedure or the jurisdiction to entertain it was implied in section 53 of the Stock Corporation Law. (Matter of Crosby, 28 Misc., 300.) : Where two foreign corporations are managed by the same officers, a foreign stockholder in both companies will be granted a peremptory mandamus requiring both corporations to permit an inspection of such of their books and papers as are within the jurisdiction of this State in order to ascertain the value of their stocks and bonds. (Matter of Crosby, 28 Misc., 300.) Where a stockholder in a foreign corporation, having its only office for the transaction of business within the ‘State located in New York city, demands an inspection of its stock book, and the vice-president in charge states that the book is in the hands of an accountant in Brooklyn to be written up, offers to give the stockholder a letter to such accountant or to have the book at the main office of the company in Jersey City on 172 LIABILITIES OF STOCKHOLDERS. The Stock Corporation Law, § 54. the following Wednesday, the stockholder is entitled to recover the penalty imposed. (Recknagel v. Empire Self-Lighting Oil Lamp Co., 24 Misc., 193.) When a foreign corporation has failed to keep in its office a stock book for the inspection of stockholders, a person in the office who is not shown to have been an officer of the corporation cannot be made liable for the statutory penalty imposed upon a refusal to show the stock book, by proof that he answered a demand for it by saying that the book was not in the office. (Greene vy. Shain, 22 Misc., 720.) A mandamus to compel exhibition of transfer books should be directed to the transfer agents only. (People ex rel. Hatch v. L. 8., ete., above.) The court may order a reference for the purpose of obtaining better information before proceeding. (People ex rel. Del. Mar. v. St. L. & San F, Ry. Co., 44 Hun, 552.) In a proceeding under this section, it is immaterial whether the transfer ef stock to the relator was merely colorable or whether any consideration was paid therefor. (People ex rel. Harriman vy. Paton, 20 Abb. N. C., 172.) An objection to exhibit the transfer books, on the ground that the appli- cant’s motives are hostile to the corporation, is not a valid one. (Id.) § 54. Liabilities of stockholders.— Every holder of capi- tal stock not fully paid, in any stock corporation, shall be per- sonally liable to its creditors, to an amount equal to the amount unpaid on the stock held by him for debts of the corporation con- tracted while such stock was held by him. As to existing corpora- tions the liability imposed by this section shall be.in lieu of the liability imposed upon stockholders of any existing corporation, under any general or special law, (excepting laws relating to moneyed corporations, and corporations and associations for bank- ing purposes,) on account of any indebtedness hereafter contracted or any stock hereafter issued; but nothing in this section contained shall create or increase any liability of stockholders of any existing corporation under any general or special law. The stockholders of every stock corporation shall jointly and severally be personally liable for all debts due and owing to any of its laborers, servants or employes other than contractors, for services performed by them for such corporation. Before such laborer, servant or employe shall charge such stockholder for such services, he. shall give him notice in writing, within thirty days after the termination 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, guardian oF trustee, unless he shall have voluntarily invested the trust funds LiaBiLities oF STOCKHOLDERS. 173 The Stock Corporation Law, § 54. in such stock, shall be personally subject to liability as a stock- holder; but the person pledging such stock shall be considered the holder thereof and shall be liable as stockholder, and the es- tates 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 in- terested 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 L. 1892, ch. 688, and L. 1901, ch. 354.) Prior to 1892 it was necessary to file a certificate of full payment of capital stock in order to relieve stockholders from personal liability. This requirement of the statute was eliminated by Laws of 1892, chapter 688, and the liability feature was modified so as to read as follows: ‘ The stockholders of every stock corporation shall, jointly and severally, be per- sonally 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.” But this burdensome lia- bility has also been abolished by Laws of 1901, chapter 534, amending the foregoing section, so that now each stockholder’s liability is limited to the amount, if any, remaining unpaid upon his stock, and only for debts of the corporation contracted while such unpaid stock was so held. Another noteworthy change effected by the amendment of 1901 was the insertion of the provisions that this limited liability of stockholders is in lieu of any liability heretofore imposed upon stockholders of existing cor- porations by any general or special law on account of any indebtedness hereafter contracted or any stock hereafter issued, and that nothing contained in the amended section shall create or increase any liability of stockholders of any existing corporation. Section 42 of this law provides that stock may be issued for property and that “in the absence of fraud in the transaction the judgment of the directors as to the value of the property purchased shall be conclusive.” As to certificate of payment of one-half the capital stock by a corpora- tion organized under the Business Corporations Law, see that law, sec- tion 5. For acts relative to payment of wages weekly and in cash and prefer- ence in payment thereof, see miscellaneous statutes, post. In view of the mitigation of the liability of stockholders made in section 54 by the last amendment the decisions in the following cases, which arose prior to said amendment of 1901, have been in great part superseded, and this fact should be borne in mind in reading said cases. For other decisions applicable to this section prior to its modification, see fourth edition of “ White on Corporations,” pages 152-154. 174 LiaBiviTies oF STOCKHOLDERS. The Stock Corporation Law, § 54. A stockholder is not primarily liable for the debts of the corporation, It is only after the creditor has obtained judgment against the com- pany, issued execution, which has been returned unsatisfied, that the stockholder becomes liable. (Close v. Potter, 155 N. Y., 145, revsg. 11 Misc., 729; United Glass Co. v. Levett, 24 Misc., 429.) Proof that the holder of notes made in the name of a corporation knew that the corporation was insolvent and that the notes had been issued after such insolvency had become known, and that he was aware that the stock had not been fully issued or paid for, and that the notes were payable to the corporation and were transferred to himself without other indorsement than that of the corporation, are sufficient to raise a ques- tion of fact as to whether he is a bona fide holder. (Close v. Potter, 155 N. Y., 145, revsg. 11 Misc., 729.) The statutory cause of action for the enforcement of stockholders’ personal liability is not governed by the rules controlling commercial paper; and it seems that the rules applicable to a bona fide holder as against the maker are not available to a plaintiff seeking to enforce stockholders’ liability, based upon a note made by the corporation. (Close vy. Potter, 155 N. Y., 145, revsg. 11 Misc., 729.) In an action against a stockholder of an insolvent corporation to enforce a debt of the corporation upon the ground that the whole amount of the authorized capital stock has never been paid in, proof that certain stock was never in fact paid for, either in cash or property, is competent. (Her- bert v. Duryea, 34 App. Div., 478.) Where an action to enforce the liability of a stockholder under sections 54 and 55 the complaint alleges that at the time the debt was created the defendant was a stockholder of the corporation and contains other sufi- cient allegations it need not allege that the defendant ceased to be a stockholder, if such was the fact, nor that the action was brought within two years, as these latter are matters of defense. (¢Citizens’ Bank of Buffalo v. Weinberg, 26 Misc., 518.) The assignee of a creditor and holder of the notes of a business cor- poration whose capital stock has never been fully paid, and which has been dissolved, after the appointment of the receiver, is entitled to main- tain an action against a stockholder, who has paid nothing for his stock, in order to recover a debt of the corporation, not exceeding the par value of his stock. (Thompson v. Nicolai, 21 Misc., 700.) It is unnecessary for a plaintiff to join in his action, other creditors, the corporation, its receiver, or other stockholders; nor, in view of the dissolution, need he show an execution against the corporation unsatisfied. (Thompson Vv. Nicolai, 21 Misc., 700.) An attorney and counsellor-at-law, regularly employed at a fixed salary, is not an employe. (Bristor v. Smith, 158 N. Y., 157, aff’g 29 App. Div., 624.) An attorney-at-law employed, but not exclusively, by a corporation, at a weekly salary, and not having his office in any building nor upon any property of the corporation, cannot maintain an action under section 54 of the Stock Corporation Law, making stockholders personally liable for debts due to its laborers, servants or employes for services, a8 he is neither a laborer, servant nor employe. (Bristor v. Kretz, 22 Misc., 55.) LiaBinitigs or STOCKHOLDERS. 175 The Stock Corporation Law, § 54. In an action brought by a judgment creditor to enforce the statutory liability imposed by section 54 before the last amendment, a defense, first, that the corporation had property subject to levy and sale under the execu- tion when it was returned unsatisfied; and, second, that the return was made by the sheriff acting in collusion with the plaintiff, can only be sus- tained by establishing both propositions. (Berwind-White Coal Mining Co. v. Wadsworth, 27 App. Div., 550.) In an action against a stockholder whose stock has not been paid for in money or property as required by the statute, to recover for legal services rendered the corporation by the plaintiff’s assignors, the fact that one of the plaintiff’s assignors is a stockholder of the corporation does not preclude a recovery, where it appears that the employment and services of the plaintiff’s assignors were joint and not several. (Mont- gomery v. Brush Electric Illg. Co., 48 App. Div., 12; aff'd 168 N. Y., 657.) A stockholder is liable for debts when his stock has been issued for property which was substantially and intentionally overvalued. (White, Corbin & Co. v. Jones, 45 App. Div., 241; Nat’l Tube Works Co. v. Gilfillan, 124 N. Y., 302. See, also, Moosbrugger v. Walsh, 89 Hun, 564; Briggs v. Cornwell, 9 Daly, 439; Briggs v. Waldron, 83 N. Y., 582; McDowell v. Sheehan, 129 N. Y., 200; Herbert v. Duryea, 34 App. Div., 479.) These cases arose prior to the enactment of chapter 354, Laws 1901. 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- elair v. Dwight, 9 App. Div., 297.) Where many creditors of an insolvent corporation have brought separate 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 an accounting and an,adjudication as to the respective liabilities of the respective stock- holders, to restrain the creditors who have brought individual 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 App. Div., 581.) 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 176 Limitation oF STOCKHOLDER’s LiaBI1ity. The Stock Corporation Law, § 55. 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 & 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.) § 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 number changed, by L. 1892, ch. 688.) Failure to proceed to judgment and execution against a corporation, before bringing an action against a stockholder, cannot be excused except when the performance of the condition is impossible. (United Glass Co. v. Vary, 152 N. Y., 121, aff’g 79 Hun, 103.) The exemption of stockholders from personal liability for debts of the corporation, under the act of 1848, chapter 40, unless a suit shall be brought for the collection thereof against the company within one year after the debt shall become due, was preserved as to a debt contracted prior to the taking effect of the Stock Corporation Law of 1890, and, a8 to such a debt, was not affected by the substitution of the words “two years” for “one year” in the latter act. (Close v. Potter, 155 N. Y., 145, revsg. 11 Mise., 729.) The giving of renewal notes by a corporation does not operate to prevent the running of the statutory limitation upon stockholders’ lia- bility for the original indebtedness. (Close v. Potter, 155 N. Y., 14, revsg. 11 Misc., 729.) A court of equity will not enforce specific performance of a contract which recites that “in consideration of one dollar to me paid by the Central Fireworks Company, and of the agreement upon the part of that corporation to purchase from me certain shares of the stock of the Consolidated Fireworks Company of America,” the subscriber covenanted with the Central Fireworks Company that, for twenty years next ensuing. NumBer oF SHarEs, CHANGE OF. 177, The Stock Corporation Law, § 56. he would not engage, either directly or indirectly, as principal, partner, shareholder, officer, agent or employe, in the manufacture or sale of fireworks, or of materials, machinery or appliances for the production of the same. (Central Fireworks Co. v. Charlton, 42 App. Div., 104.) An action does not lie in favor of all the creditors of the corporation, but only in favor of that class who have a debt payable within twq years from the time it was contracted and who have secured judgment and have had executions returned unsatisfied, and, if the action is against a stockholder who has ceased to be such, it must be brought within two years from the time he ceased to be such stockholder. (Citizens’ Bank of Buffalo v. Weinberg, 26 Misc., 518.) Under Laws 1848, chapter 40, section 24, it was held that the complaint need not allege that the defendant was a stockholder within two years prior to the commencement of the action. (Castner v. Duryea, 16 App. Div., 249.) 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 founda- tion 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., 338.) Compliance with the condition precedent is excused when rendered legally impossible. (Skellington v. Howland, 53 N. Y., 371; 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. —The number of shares into which the capital stock of any stock corporation is divided may be increased or reduced by a two-thirds vote of all stock duly represented at a meeting held and conducted 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 corpora- tion 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 stock. 178 VotuntTary DissoLtuTion. The Stock Corporation Law, § 57. This section does not authorize the increase or reduction of the eapital stock of such corporation. (New section, added by L. 1893, ch. 196, and amended by L. 1901, ch, 354.) For form of certificate, see post, form No. 53. Laws 1901, chapter 354, amending this section, made no substantial change. § 57. Voluntary dissolution.— Any stock corporation, except a moneyed or a railroad corporation, may be dissolved be- fore the expiration of the time limited in its certificate of incor- poration or in its charter as follows: The board of directors of any such corporation 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 shal] call a meeting of the stockholders for the purpose of voting upon a proposition 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 pub- lished 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 an- nual 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 published in the newspapers in which the notice of the meeting is 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, com sent 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 com Votuntary DissoLvurion. A79 The Stoek Corporation Law, § 57. poration, and the names and residences of its officers duly verified by the secretary or treasurer or president of said corporation, in the office of the secretary of state. The secretary of state shall thereupon issue to such corporation, in duplicate, a certificate of the filing of such papers and that it appears therefrom that such corporation has complied with this section in order to be dissolved, and one of such duplicate certificates shall be filed by such cor- poration in the office of the elerk of the county in which such cor- poration has its principal office; and thereupon such corporation 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 bé published at least once a week for two weeks in one or more newspapers pub- lished and circulating in the county in which the principal office of such corporation is located, and at the expiration of such publi- cation, 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. After paying or adequately providing for the debts and obligations of the corporation the directors may, with the written consent of the holders of two-thirds in amount of the capital stock, sell the re- maining assets or any part thereof to a corporation organized under the laws of this or any other state, and engaged in a business of the same general character, and take in payment therefor the stock or bonds or both of such corporation and distribute them among the stockholders, in lieu of money, in proportion to their interest therein, but no such sale shall be valid as against any stockholder, who, within sixty days after the mailing of notice to him of such sile shall apply to the supreme court in the manner provided by section thirty-three of this act, for an appraisal of the value of his 180 Mercer; CHANncE oF Prace or Business. a The Stock Corporation Law, §§ 58, 59. —_---———- interest in the assets so sold; unless within thirty days after such appraisal the stockholders consenting to such sale, or some of them, shall pay to such objecting stockholder or deposit for his account, in the manner directed by the court, the amount of such appraisal and upon such payment or deposit the interest of such objecting stockholder shall vest in the person or persons making such pay- ment or deposit. (New section, added by L. 1896, ch. 932, as amended by L. 1900, ch, 760.) For form of papers under this section, see form No. 141. For judicial dissolution, see Code Civil Procedure, sections 2419-2431, post. § 58. Merger.— Any domestic stock corporation and any foreign stock corporation authorized to do business in this state lawfully own- ing all the stock of any other stock corporation organized for, or engaged in business similar or incidental to that of the possessor cor- poration may file in the office of the secretary of state, under its com- mon 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, prop- erty, 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 controlled by the board of directors of such possessor corporation, and in its name, but without prejudice to any liabilities of such other corpora- tion or the rights of any creditors thereof. Any bridge corporation may be merged under this section with any railroad corporation which shall have acquired the right by contract to run its cars over the bridge of such bridge corporation. (New section, added by L. 1896, ch. 932, as amended by L. 1900, ch. 476, and L. 1902, ch. 98.) Prior to the amendment of 1902 the provisions of this section applied only to domestic corporations. § 59. Change of place of business.— Any stock corpo- ration 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, pro vided, and such change has been authorized by a vote of the stock- ‘ Forrian Corporations; LiaBiiries or Orricers, etc. 181 The Stock Corporation Law, § 60. holders of said corporation at a special meeting of stockholders ealled for that purpose. When such change shall be authorized by the stockholders as herein provided, the president and secretary and a majority of the directors of such corporation shall sign a cer- tificate stating the name of said corporation, the city, town and county where its principal office and place of business was origi- nally 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 business 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 certificate 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 certifi- cate. (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 stock- holders of foreign corporations.—Except as otherwise pro- vided 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 he pro- visions of this chapter, in the same manner and to the same extent as the officers, directors and stockholders of a domestic corpora- tion, for: The making of unauthorized dividends; The creation of unauthorized and excessive indebtednéss; Unlawful loans to stockholders; Making false certificates, reports or public notices; An illegal transfer of the stock and property of such corpo- tation, when it is insolvent or its insolvency is threatened; 6. The failure to file an annual report. Such labilities may be enforced in the courts of this state, in “ot PO | 182 Partty Parp Srock. The Stock Corporation Law, § 62. the same manner as similar liabilities imposed by law upon the officers, directors and stockholders of domestic corporations, (New section, added by L. 1897, eh. 384.) For other provisions affecting foreign corporations, see references thereto in the index under the heading ‘“ Foreign Corporations.” The foregoing section subjects foreign corporations to the provisions of sections 23, 25, 30, 31 and 48 of the Stock Corporation Law. Such corpora- tions are also required to comply with thé provisions of sections 15 and 16 of the General Corporation Law. It will be noticed here that there is no section 61 of this law, the next section having been inadvertently numbered 62 instead of 61. § 62. Partly paid stock. —The original or the amended certificate of incorporation of any stock corporation may contain a provision expressly authorizing the issue of the whole or of any part of the capital stock as partly paid stock, subject to calls thereon until the whole thereof shall have been paid in. In such case, if in or upon the certificate issued to represent such stock, the amount paid thereon shall be specified, the holder thereof shall not be sub- ject to any liability except for the payment to the corporation of the amount remaining unpaid upon such stock, and for the pay- ment of indebtedness to empioyes pursuant to sections fifty-four and fifty-five of this chapter; and in any such case, the corporation may declare and may pay dividends upon the basis of the amount actually paid upon the respective shares of stock instead of upon the par value thereof. For form of certificate of partly paid stock, see post, form No. 148. (New section, added by L. 1901, ch. 354.) This new section provides a desirable method for the issue of partly paid stock subject to assessment, with a right to dividends upon the amount actually paid thereon. In case a corporation intends to issue this species of stock a provision to that effect must be inserted in the certificate of incorporation, or in the event that an existing corporation proposes to issue sueh stock it must make and file an amended certificate, pursuant to section 32 of the Stock Corporation Law, authorizing the same. As enacted in 1890, chapter 564, the Stock Corporation Law contained another article (IV) composed of sections numbered 70, 71, 72, 73. By the amendment of 1892, however, said article was eliminated and the pro- visions of the sections embodied therein were transferred to the General Corporation Law, sections 34, 35 and 36, ante. THE BUSINESS CORPORATIONS LAW. Laws or 1890, Cuarrer 567, Entirtep: “An Act In Re LATION To Business Corporations, CowstituTiIne CHAPTER Forty-oNE oF THE Generar Laws,” as AMENDED TO THE Com- MENCEMENT OF THE LeGisLaTivE Session oF 1903. Tue Business Corporations Law.* Secrion 1. Short title and limitation of chapter. . Incorporation. . Restriction upon commencement of business. Reorganization of existing corporations. Payment of capital stock. . Full liability corporations. . Extension of business. (Repealed by L. 1895, ch. 671.)} Consolidation of corporations. . Submission of consolidation agreement to stockholders. 10. Powers of consolidated corporations. It. Transfer of property of old corporations to consolidated cor- porations. 12. Rights of creditors of old corporations. 13. District steam corporations. 14. Examination of meters by agent of district steam cor- porations. 15. Entry by agent of district steam corporation to cut off steam. 16. Water companies. 17. Real estate corporations; condemnation. § 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.) In addition to the provisions of this law, which are specially applicable to business 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 80, respectively. YNoararkone 2% *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 amendedand entirely re-enacted, and has since been fur- ther amended as indicated on the succeeding pages. {The provisions for alteration or extension of the purposes and powers of a bus!- ness corporation are contained in section 32 of the Stock Corporation Law. 183 184 IncorporaTION. The Business Corporations Law, § 2. § 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 cor- poration laws, by making, signing, acknowledging and filing a cer- tificate 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. 8. The names and post-office addresses of the directors for the first year. 9. The names and post-office addresses of the subscribers of the certificate 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. (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; L. 1901, ch. 520.) For forms of certificates of incorporation under this law, see post, forms Nos. 54 and 55, et seq. For an example of provisions for a limitation of powers, etc., under the sec- ond 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. 134, 135, 136, 137, 138, 139 and 140. Prior to the enactment of chapter 520, Laws of 1901, amending the fore- going section, the maximum number of directors for a corporation organ- ized under this law was thirteen, but this limitation was stricken out by said amendment, so that now there is no maximum number; however, the certificate must definitely fix the number of directors the corporation is to have, but not less than three, and name those who are to serve for the first year. § 2. Subdivision 5, amended by Laws 1903, chapter 525, to read as follows: 5. The city, village or town in which its principal business office is to be located. If it is to be located in the city of New York, the borough therein in which it is to be located. IncoRPORATION. 185 The Business Corporations Law, § 2. By the amendment of 1901, subdivision 9 of this section was changed by inserting the words “ of the certificate,” so that the names and post- office addresses of the incorporators are to be set forth in the certificate, with a statement of the number of shares of stock which each agrees to take in the corporation, instead of setting forth the complete subscription list of the persons who agree to take stock in the proposed corporation. Incorporators. \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 must be a resident of the State of New York. (General Corporation Law, section 4.) Only natural persons can become incorporators. (Id.) Cor- porations, copartnerships and persons acting in a representative capacity, are, therefore, excluded from acting as incorporators; however, after the formation of the corporation, copartnerships may become stockholders, so also may persons acting as executors, administrators, guardians or trus- tees. (Stock Corporation Law, section 54.) Other stock corporations, both domestic and foreign, may likewise become stockholders. (Stock Corpora- tion Law, section 40.) Corporate Name. The name of the corporation must not conflict with that of any other domestic corporation, and it must not contain the word trust, bank, bank- ing, insurance, assurance, indemnity, guarantee, guaranty, savings, invest- ment, loan or benefit. (General Corporation Law, section 6.) In selecting a corporate title, if desired, an individual name, or the name of a copart- nership, to whose business the new corporation succeeds, may be used. At any time after incorporation the name may be changed by proper pro- ceedings. (See Code Civil Procedure, sections 2410-2417, ante, pages 12-15.) In the formation of corporations under this law the word “limited” ought not to be used as a part of the corporate title, as it can serve no good. purpose, and, if used, would be misleading by creating an impression that the corporation had been organized under chapter 611, Laws of 1875, which was repealed in 1890. (See, also, comments under “ Liability of, Stockholders,” page 188.) Objects. A stock corporation may be formed under this law to carry on any one or more kinds of business that may be lawfully conducted by an indi- vidual, except as limited in the first paragraph of section 2. If found desirable, after organization, the purposes, powers, or provisions set forth in the certificate of incorporation may be altered or extended by an amended certificate. (Stock Corporation Law, section 32.) It should be noted that the only classes of corporations that are excluded from organi- zation under the provisions of the Business Corporations Law are such as are provided for by other oorporate laws, to-wit: Railroad corporations (see the Railroad Law); ferry, navigation, stage coach, tramway, pipe- 186 IncorporaTION. The Business Corporations Law, § 2. line, gas and electric light, water-works, telegraph and telepbone, turn- pike, plank-road and bridge corporations (see the Transportation Corpo- rations Law); banks and insurance corporations. Although companies formed for the purpose of producing and selling artificial gas must be organized under the Transportation Corporations Law, yet a company to be formed for the purpose of boring natural gas wells and piping and delivering the gas to consumers for hire may properly incorporate under the Business Corporations Law. (Wilson v. Tennent, 61 App. Div., 100.) Notwithstanding the provisions in the Transportation Corporations Law for the organization of water-works corporations thereunder, certain water companies are permitted to incorporate under this law. (See notes under section 16 of this law.) Persons seeking to form a corporation under a general law have a reasonable latitude as to what they may insert in their certificate of incorporation, in addition to the matters required by law. They may insert other provisions not inconsistent with law or public policy which are germane to the purposes of the corporation, and necessary, convenient or appropriate to the accomplishment of such purpose. If they keep within such limits the public authorities have no reason to interfere, the interests of the public are not jeopardized, and the rights of no citizen are violated. (People ex rel. Fairchild v. Preston, 140 N. Y., 552.) 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 are permitted to issue 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. (See Stock Corporation Law, section 47.) No limita- tions as to the amount of capital stock are prescribed, except that it shall not be less than five hundred dollars; for it is to be noted, that the cer- tificate of incorporation must state the amount of capital, (but not less than five hundred dollars), with which the corporation will begin busi- ness, and the amount so stated must be paid in money or property before the corporation is permitted to incur debts. (See section 3, post.) One- half of the capital stock is required to be paid in within one year. (See section 5, post, and notes thereunder.) But 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., 131 N. Y., 140; id., 42 St. Rep., 753; People v. U. & D. R. R. Co., 128 N. Y., 240; Denike v. N. Y., etc., Lime Co., 80 N. Y., 599; Matter of Brooklyn El. R. R. Co., 125 N. Y., 434.) The amount of capital stock may be increased or reduced after incorporation. (Stock Corporation Law, sections 44, 45, and 46.) Stock may be issued for money, services or property, and when issued for property ‘‘in the absence of fraud in the transaction the judgment of the directors as to the value of the property purchased shall be con: IncoRPORATION, 187 The Business Corporations Law, § 2. clusive.” (Stock Corporation Law, section 42.) The certificate of incor- poration may provide for partly paid stock. (Stock Corporation Law, section 62.) 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, without changing the amount of the capital stock. (See Stock Corporation Law, section 56.) Principal 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 may be changed at any time. (Stock Corporation Law, section 59.) Under the definition in section 3 of the General Corporation Law the terms “principal office” and “principal place of business” are synonymous. (People ex rel. Knickerbocker Press v. Barker, 87 Hun, 341; aff’d, 147 N. Y. 715.) The location of the principal office in the cer- tificate of incorporation is, as against the corporation, conclusive evidence of its residence, unless it has been legally changed. (People ex rel. Knick- erbocker Press v. Barker, 87 Hun, 341; aff’d, 147 N. Y. 715; People ex rel. Edison Electric Light Co. v. Barker, 91 Hun, 594.) Duration. The period of existence must be stated, but there is no limitation as to the length of the term, and it may be perpetual if the certificate so states. Corporate existence fixed for a term of years may be extended at any time before the expiration thereof. (See General Corporation Law, section 32.) Directors. The minimum number of directors is three, but there is no maximum number fixed under the law as amended in 1901. At least one director must be a resident of the State. (General Corporation Law, section 29.) Eaeh director is to be a stockholder unless otherwise provided in the certificate, or in a by-law adopted by a stockholders’ meeting. (Stock Corporation Law, section 20.) The board of directors may be classified so that only one-fourth of the number need to be elected annually, thereby 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 Busi- ness 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 requirements of said subdivision as heretofore existing. 188 IncoRPORATION. The Business Corporations Law, § 2. preventing any sudden change of management which might otherwise occur. (Stock Corporation Law, section 20.) Vacancies in the board are to be filled in the manner prescribed in the by-laws. (Stock Corporation Law, section 20.) In case of a failure to elect directors at the time fixed for the annual meeting of stockholders, each director continues to hold his office until his successor has been elected. (General Corporation Law, section 23.) If desirable after incorporation the number of directors may be changed. (Stock Corporation Law, section 21.) The certificate may provide for cumulative voting at elections of directors. (General Corpo- ration Law, section 20.) Any limitation upon the powers of directors may be inserted in the certificate which does not exempt them from obliga- tions or duties imposed by law. (Business Corporations Law, section 2; General Corporation Law, section 10.) The original directors named in the certificate of incorporation be- come such, for the first year, by direct command of the statute, and not through an election by stockholders; therefore, such persons have full power to act as directors in the performance of any corporate duty after the filing of the certificate. The corporate authority of such an organi- zation must from necessity be coincident with the inception of its cor- porate existence, and antedates acquisition by it of property, or the issue of stock certificates representing such property. (Hamilton Trust Co. v. Clemes, 163 N. Y., 423, aff’g 17 App. Div., 152; McDowell vy. Sheehan, 129 N. Y¥., 207; Davidson v. Westchester Gas Light Co., 99 N. Y., 558.) Additional Powers. The certificate of incorporation may authorize the company to acquire, hold and dispose of the stocks, bonds and other obligations of any other corporation, domestic or foreign, with power to issue in exchange its own securities therefor. (Stock Corporation Law, section 40.) The right to issue preferred stock of one or more classes may be provided for. (Stock Corporation Law, section 47.) Provisions can be inserted for an issue of partly paid stock. (Stock Corporation Law, section 62.) The certifi- eate may provide for cumulative voting at elections of directors. (Gen- eral Corporation Law, section 20.) as AMENDED To THE COMMENCEMENT OF THE LEGISLATIVE SESSION OF 1903. Tue Rairroap Law. . ARTICLE 1. ORGANIZATION; GENERAL POWERS LOCATION (§§ 1-28). 2, CONSTRUCTION; OPERATION; MANAGEMENT (8§ 30-69). 3. CONSOLIDATION; LEASE; SALE; REORGANIZATION (§§ 70-84). 4, STREET SURFACE RAILROADS (§§ 90-110). 5, OTHER RAILROADS IN CITIES AND COUNTIES (§§ 120-142), 6. BOARD OF RAILROAD COMMISSIONERS (§§ 150-172). ARTICLE I. OreanizaTION ; Generat Powers; Location. . SxcTION 1. Short title. 2. Incorporation. 3. Supplemental certificate. 4. Additional powers conferred : Pone OONA 5. When . Entry upon lands for purpose of survey. . Acquisition of real property. , Construction of road. . Intersection of streams, highways, plank-roads, turnpikes and canals. . Intersection of other railroads. . Buildings and stations. . Transportation of persons and property. . Time and manner of transportation. . Purchase of lands’and stock in other States. corporate powers to cease. 6. Location of route. tes q. Acquisition of title to real property. 8. Railroads through ‘public lands. 9. Railroads through Indian lands. 10. Railroads through Chautauqua assembly grounds. 11. Intersection of highways, additional lands for. 12. Intersection of other railroads. 43. Change of route, grade or terminus. 284 Suort Titte; Incorporation. The Railroad Law, §§ 1, 2. Section 14. Construction of part of line in another State. 15. Two roads having the same location. 16. Tunnel railroads. 17. Railroads in foreign countries. 18. Additional corporate powers of such road. 19. Location of principal office of such road. 20. Individual, joint-stock association, or other corporation may lay down and maintain railroad tracks in certain cases. 21. When an electric light and power corporation may become a railroad corpors tion. 21. Certain* railroads nced operate in summer only; rate of fare. 22. Substituted lines in ca~es of eminent domain, 23. Unauthorized debts and overissue of bonds. ‘ Sxcrion 1. Short title. —This chapter shall be known as the railroad law. § 2. Incorporation.— Fifteen or more persons may become a corporation, for the purpose of building, maintaining and oper- ating a railroad, or of maintaining and operating a railroad already built, not owned by a railroad corporation, or for both purposes, by executing, acknowledging and filing a certificate, in which shall be stated: 1. The name of the corporation. 2. The number of years it is to continue. 3. The kind of road to be built or operated. 4. Its length and termini. 5. The name of each county in which any part of it is to be located. 6. The amount of capital stock, which shall not be less than ten thousand dollars for every mile of road built, or proposed to be built, except a narrow-gauge road, when it shall not be less than three thousand dollars for every such mile. 7. The number of shares into which the capital stock is to be divided. 8. If the capital stock is to consist of common and preferred stock, the amount of each class and the rights and privileges of the latter over the former. 9. The names and post-office addresses of the directors of the corporation, not less than nine, who shall manage its affairs for the first year. 10. The place where its principal office is to be located. 11. If a street surface railroad, the names and description of the streets, avenues and highways in which the road is to be constructed. ©There are two sections numbered 21 in this law, the Legislatnre having apparently overlooked the first section bearing that number when the second.ane was added to the law yin 1892. IncorPoRATION. 985 The Railroad Law, § 2. 12. If it is to be a railway corporation, specified in article five of this chapter, the statements required by that article to be inserted in the certificate of incorporation. 13. The name and post-office address of each subscriber to the certificate and the number of shares of stock he agrees to take. Such certificate shall have indorsed thereon, or annexed thereto, to be taken as a part thereof, an affidavit of at least three of such directors, that at least ten per cent of the minimum amount of capi- tal stock authorized by law has been subscribed thereto, and paid in good faith and in cash to the directors named in the certificate, and that it is intended in good faith to build, maintain and operate the road mentioned therein. In case of a railway corporation speci- fied in article five of this chapter, the affidavit of the directors shall show that the full amount of such capital stock has been in good faith subscribed, and there shall be annexed to the certificate of incorporation and as a part thereof the certificate of the railroad commissioners showing the organization of the corporation for the purposes mentioned in the certificate. The filing of every certificate, where the amount of stock required by this section has not been in good faith subscribed and paid in cash, shall be void. (Thus amended by L. 1892, ch. 676.) For forms of certificates of incorporation, see post, forms Nos. 96 and 97. A corporation formed under this law cannot exercise the powers con- ferred by law upon such corporations nor begin the construction of its road until the requisites of section 59 of this law have been complied with. INcorPoraToRS.—Prior to the enactment of the revision (L. 1890, ch. 565), twenty-five was the minimum number of persons for the formation of a steam railroad corporation (L. 1850, ch. 140, now repealed), and thirteen for a street surface railroad (L. 1884, ch. 252, now repealed). The present statute fixes the minimum number of persons for the forma- tion of any kind of railroad corporation uniformly at fifteen. All the incorporators must be persons of full age, of whom at least two-thirds must be citizens of the United States, and at least one of them must be a resident of the State of New York. (General Corporation Law, sec. 4.) Only natural persons can become incorporators. Corporations, co-part- nerships, and persons acting in a representative capacity, are, therefore, excluded from acting as incorporators. (Id.) In the matter of N. Y., L. & W. B. RB. Co., 99 N. Y., 12, a case arising under the General Railroad Act of 1850, ch. 140, now repealed, it was held that the signing of articles of association by duly authorized agents of the incorporators is sufficient; and, also, in Ogdensburg, Rome, etc, R. R. Co. v. Frost, 21 Barb., 541, under the same act, that the subscription to incorporation papers by a partner in a partnership name, if authorized, was a compliance with said act of 1850, but the rule laid down in these two cases can no longer be 286 Incorporation. The Railroad Law, § 2. followed in view of the repeal of said act of 1850 and the enactment of the new provisions above referred to, which require a certificate of incor- poration to be executed by natural persons. (General Corporation Law, sec. 4.) However, after the formation of the corporation, other corpora- tions, as well as persons acting in a representative capacity, may become stockholders. (Stock Corporation Law, secs. 40 and 54.) CorPoRATE NAME.— The name of the corporation must neither be the same nor similar to that of any other domestic corporation. (General Corporation Law, sec. 6.) At any time after incorporation the corporate title may be changed by proper proceedings. (See secs. 2410-17 of the Code of Civil Procedure.) DuraTIon.— The term of existence must be definitely stated in the cer- tificate, but no maximum period, within which such term shall be limited, seems to be fixed by statute. Prior to the expiration of the period of existence so fixed, it may be extended. (General Corporation Law, sec. 32.) The corporation ceases to exist, however, if the construction of its road shall not be commenced within five, and finished within ten, years from the time of filing its certificate of incorporation. (See sec. 5 of this law.) Street surface railroads. (§§ 93, 99.) . DEscrRIPTION OF Roap.— The kind of road to be built or operated must be set forth as either a street surface railroad operated by horse power, cable or electricity; or a steam railroad of standard gauge; or a steam railway in the streets, avenues and public places of the city of or county of , for the transportation of passengers, mails or freight, pursuant to article V of the Railroad Law; or, a steam railroad of the gauge of feet and inches; or, as the case may be. LENGTH AND TERMINI.— A statement in the certificate of a steam rail- road as to the termini, and that the length was about 300 miles was held sufficient. (In re N. Y., L. & W. R. R. Co., 35 Hun, 220; affd. 99 N. Y., 12.) An approximate estimate, in good faith, of the length of the pro- posed road, without an actual survey and location, satisfies the statute. (Buf. & Pitts. R. R. Co., v. Hatch, 20 N. ¥., 157.) In an action upon the subscription of an incorporator, it is no defense that the certificate failed to state definitely the termini, or the counties through which the road passed, after it has been in operation and recognized by the Legislature. (Cayuga L. R. R. Co. v. Kyle, 64 N. Y., 185.) When a particular location has been adhered to for some years the corporation is concluded by its acts. (Bklyn. Cent. R. R. v. Bklyn. City R. R. Co., 32 Barb, 358; see, also H. & D. Canal Co. v. N. Y. & E. R. R. Co., 9 Paige, 323.) CapitaL Stocx.— There is no limitation as to the amount of capital stock, except that it shall not be less than $10,000 for every mile of a standard gauge railroad, and not less than $3,000 for each mile of a nar- row gauge road. The corporation may have preferred and common stock, and different classes of preferred stock, if the certificate of incorporation so provides, or it may so classify its stock after organization by the unanimous consent of the stockholders. (Stock Corporation Law, sec. 47.) If so classified, the amount of each class and the rights and privileges of the preferred over the common must be stated. (Railroad IncoRPORATION. 287 The Railroad Law, § 2. Law, sec 2, subd. 8.) The amount of capital stock may be increased or reduced. (Stock Corporation Law, secs. 44-46.) SwHarREs oF STock.— The amount of capital stock stated in the certifi- eate of incorporation may be divided into such number of shares as the incorporators may elect. The par value of the shares may be changed after organization, if deemed desirable, without changing the amount of capital stock. (Stock Corporation Law, sec. 56.) Directors.— The board of directors of a railroad corporation must con- sist of at least nine persons. The names and post-office addresses of the directors who shall manage its affairs for the first year are to be stated in the certificate of incorporation. (Railroad Law, sec. 2, subd. 9.) The street and number should be given, if in a city. At least one of the directors must be a resident of the State of New York. (General Corpo- ration Law, sec. 29.) Directors must be stockholders, unless otherwise provided. (Stock Corporation Law, sec. 20.) The number of directors may be increased or reduced. (Stock Corporation Law, sec. 21.) No maximum number is fixed by the act, but in reducing the number of directors, the minimum is nine. (See subd. 9 of this law.) PRINCIPAL OFFICE.— The name of the city, village or town, and of the county, in which the principal office of the corporation is to be located, must be stated in the certificate. The location of the principal office named in the certificate of incorporation may be changed by proceedings under the Stock Corporation Law, sec. 59. DESCRIPTION OF RoUTE.— It should be noted that in case of the incor- poration of a street surface railroad company, the names and description of the streets, avenues and highways in which the road is to be con- structed, must be set forth in the certificate. SuBscRIBERS.— The post-office addresses of the subscribers to the cer- tificate of incorporation, includirg the street and number if in a city, must be given,.and a statement of the number of shares of stock each agrees to take. The aggregate of such subscriptions must at least equal $1,000 for every mile of road to be built, except in case of a narrow gauge road, and at least $1,000 for every mile of road to be built must be paid in good faith and in cash to the directors named in the certificate. AFFIDAVIT.— The affidavit to be attached to the certificate is required to be sworn to by three directors, and care should be taken that the three persons who make such aflidavit are named in the certificate of incorporation as directors. ADDITIONAL PowErRs.— If desired, the certificate of incorporation may provide for cumulative voting at elections of directors. (General Corpora- tion Law, sec. 20.) The corporation may reserve the right to acquire, hold and dispose of the stocks and bonds of any other corporation. (Stock Corporation Law, sec. 40.) LIABILITY OF STOCKHOLDERS.— The liability of stockholders of corpora- tions formed under this law is regulated by the Stock Corporation Law, sections 54, 55. Street surface railroads are included in all the provisions of article one of the Railroad Law, except those from which they are expressly 288 INCORPORATION. ———~ The Railroad Law, § 2. -—__. excluded. (Buffalo, Bellevue & Lancaster R. R. Co. v. N. Y., L. E. & W. R. R. Co., 72 Hun, 583.) ¢ A failure on the part of the persons who seek to become a railroad corporation to pay in in cash to the directors named in the certificate of incorporation at least ten per cent of the minimum amount of the capital stock, as required by subdivision 18 of section 2 of the Railroad Law, ren- ders the filing of the certificate void, irrespective of whether the failure was the result of inadvertence or otherwise, and the mere fact that a check had been drawn by the company, payable to the order of three of Its directors, in the amount required by the statute, is immaterial and is without force where it appears that such check had not been indorsed by the payees, that no money had been paid thereon, and that it was in the possession of the president of the company. (Matter of Kings, Queens & Suffolk R. R. Co., 6 App. Div., 241.) Where an alleged railroad corporation has failed to make the required statutory payment of ten per cent it has no existence whatever, and is in no sense a de facto corporation. (Matter of Kings, Queens & Suffolk R. R. Co., 6 App. Div., 241.) In such case the filing of the certificate of incorporation is absolutely void, the statute being self-executing; there- fore it is not necessary that the people, through the attorney-general, should bring an action to dissolve the alleged corporation in order that this defect may be taken advantage of. (Id.) Corporations may be formed under this act for carrying freight or passengers by horse power in the streets of cities in this State, except New York city. (In re Washn. St. A. & P. R. R. Co. v. S. B. & N.Y, R. R. Co., 115 N. Y., 442.) The act of 1850, chapter 140, did not authorize an elevated railroad in the streets of a city. (People’s Rapid Transit Co. v. Dash, 125, N. Y., 93; Schaper v. Bklyn. & L. I. C. Ry. Co., 124 N. Y., 680.) A signature to an incomplete paper, with no delegation of authority to supply the omission, will not bind the signer. (D. & C. R. R. Co v. Mabbett, 58 N. Y., 397.) When the incorporation papers filed consist of separate instruments, exact counterparts of each other, and each signed by different incorpora- tors, they are to be regarded as one instrument. (Lake Ontario A. & N. Y. R. R. Co. v. Mason, 16 N. Y., 451; Sodus Bay & Corning R. R. Co. v. Hamlin, 24 Hun, 390.) The corporation is not formed until all statutory requirements have been complied with, and the incorporation papers filed. (Burt, Receiver, etc., v. Farrar, 24 Barb., 518.) Filing of the certificate of incorporation is necessary in order to bind a subscriber. (Erie & N. Y. City R. R. Co. v. Owen, 32 Barb., 616.) Irregularities in organization may be cured by special legislation recog- nizing existence of the corporation. (Black River & Utica R. R. Co. v. Barnard, 31 Barb., 258.) But informalities may now be corrected by filing an amended certificate. (General Corporation Law, sec. 7.) It is not necessary that the required percentage be paid on each sub- scription. Cash payments amounting in the aggregate to ten per cent, comply with the statute. (Lake Ontario, A. & N. Y. R. R. Co. v. Mason, SupPLEMENTAL CERTIFICATE. 289 The Railroad Law, § 3. 16 N. Y., 451; Beattys v. Town of Solon, 64 Hun, 120; O., R. & C. R. R. Co. v. Frost, 21 Barb., 542.) Payment by a duly certified check is a payment in cash. (Matter of Staten I. R. T. R. R. Co. v. Starin, 37 Hun, 422; 38 Hun, 381; aff’d 101 N. Y., 636.) An unauthorized agreement made by a person soliciting stock subscrip- tions, that the cash payment need not be made, is void and does not affect the validity of the incorporation. (Beattys v. Town of Solon, 6 Hun, 120.) A check for the required cash payment given, on an assurance not authorized by the directors, that it need not be paid, is a valid payment and may be enforced after incorporation. (Syracuse, P. & O. R. R. Co. vy. Gere, 4 Hun, 392.) The mere filing of the certificate does not create a corporation de jure. Performance of the conditions precedent is necessary. (Farnham v. Benedict, 107 N. Y., 159.) A street railway company formed under this law may condemn private property for the purpose of its organization. (In re Roch. El. Ry. Co., 123 N. Y., 351.) This law does not repeal any law prohibiting street railroads upon par- ticular streets. (Harlem B. M. & F. R. R. Co. v. Southern B. R. R. Co., 41 Hun, 553. See, also, 43 St. Rep., 611; 17 N. Y. Supp., 828 ; 128 N. Y., 93; 58 Hun, 479.). The fact that a railroad company has shortened its line and reduced its capital stock will not release a subscriber to stock from payment of his subscription. (T. & R. R. R. Co. v. Kerr, 17 Barb., 581.) § 3. Supplemental certificate*.—If the names and places of residence of the directors of the corporation have Leen omitted from the certificate, when executed and acknowledged, and there- after the requisite number of directors has been chosen at a meet- *A separate act has been passed, Laws of 1893, chapter 238, relative to amended affidavits, being entitled ‘“‘ An act in relation to filing amended affidavits to certificates of incorporation of railroad companies,” the text of which is as follows, to wit: SEcTIon 1. Where it does not appear by the affidavit indorsed on or annexed to any certificate of incorporation filed under the railroad law, that the amount of capital stock required by the provisions of said law to be paid in good faith and in cash to the directors named in such cer- tificate has been so paid, and where such payment has been made prior to the passage of this act, an affidavit of at least three of the directors named in said certificate, stating that the amount of capital stock required by said railroad law to be paid in good faith and in cash to the directors named in the certificate has been so paid, may be filed in the office of the Secretary of State, which affidavit shall be annexed to said certificate, and upon such filing, said certificate shall for all purposes, have the same force and effect as if said affidavit had been annexed thereto when said certificate was filed. 19 290 Grant or ApDDpDITIONAL Powers. The Railroad Law, § 4. ing of the subscribers to the certificate, a supplemental certificate, containing their names and places of residence, may be filed with such certificate with the same force and effect as if the names and places of residence of the directors had been originally inserted therein. for form of supplemental certificate, see post, form No. 98. ‘8 4, Additional powers conferred.—Subject to the limita. tions and requirements of this chapter, every railroad corporation, in addition to the powers given by the general and stock corpora- tion laws, shall have power: 1. Entry upon lands for purpose of survey.—To cause the necessary examination and survey for its proposed railroad to be made for the selection of the most advantageous route; and for such purpose, by its officers, agents or servants, to enter upon any lands or waters subject to liability to the owner for all damages done. See section 59 of this law. The foregoing provision is constitutional. (Polly v. Saratoga & Wash- ington R. R. Co., 9 Barb., 449; Bloodgood v. Mohawk & Hudson R. R. Co., 18 Wend., 16.) 2. Acquisition of real property.—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 and accommodation of its railroad; and to acquire, by condemnation such real estate and property as may be necessary for such construction, maintenance and accommodation in the manner provided by law, but the real property acquired by condemnation shall be held and used only for the purposes of the corporation during the continuance of the cor- porate existence. (Thus amended by L. 1892, ch. 676.) For provisions as to acquisition of property by condemnation, see tbe Condemnation Law, post. A railroad company cannot exercise the power of eminent domain for the purpose of constructing an additional main line a half mile distant from its existing line. (Erie R. R. Co. v. Steward, 61 App. Div., 480.) Under this section, a foreign railroad corporation, lawfully operating its road in this State, is authorized to acquire by condemnation additional real estate, when needed for the proper operation of its road. (N. Y., N. H. & Hartford R. R. Co. v. Welsh, 143 N. Y., 411.) Where an abutting owner, on a street on which a railroad is operated, releases all the easements appurtenant to premises taken for use of such road, and releases it from all causes of action because of such operation. and consents to perpetual maintenance of the railroad in front of such Grant or ApprtronaL Powers. 291- The Railroad Law, § 4. premises, the railroad acquires thereby title to the easements. (Ward v.. Met. El. Ry. Co., 82 Hun, 545.) A conveyance absolute in form, first granting all the estate therein described, together with the appurtenances, and then containing a reser- vation to the grantor of the easements taken by reason of the operation and maintenace of an elevated railroad, does not reserve to the grantor any right of action, nor can he enforce an action as to future damages against such railroad. (Shepard v. Met. El. Ry. Co., 82 Hun, 527.) The interest acquired by a railroad corporation in land by condemna- tion proceedings is a permanent easement. (Roby v. N. Y. C. & H. R. R. R. Co., 142 N. Y., 176.) Real property once acquired by condemnation cannot be appropriated for another public use without special authority. (In re B’d of Street Opening v. St. John Cem. Assn., 1383 N. Y., 329; see, also, In re Mayor, ete, of N. Y., v. N. ¥. C. & H. R. R. R. Co., 185 N. Y., 253, and matter of B. & A. R. R. Co., 53 N. Y., 574.) Lands under waters of a navigable river, though owned by private individuals, may be condemned. (Kerr v. W. S. R. R. Co., 127 N. Y., 269.) Leasing of a railroad pending condemnation proceedings will not affect such proceedings. (Kip v. N. Y. & H. R. R. Co., 67 N. Y., 227.) The proceedings are not affected even when the company has leased its road for the entire term of its existence to a foreign corporation. (In re N. Y., L. & W. Ry. Co., 99 N. ¥., 12.) To exercise the right of eminent domain it must be a corporation de jure. (N. Y. Cable Co. v. Mayor, etc., 104 N. Y., 143.) Land may be acquired for prospective use if the necessity for such use in the immediate future be properly established. (In re Staten Isl. R. ‘T. Co., 108 N. Y., 251.) The fact that the land to be taken will largely benefit a foreign corporation makes no difference. (Id.) The corporation cannot be divested of the right to appropriate land except by some unequivocal expression of legislative intent. (Suburban Rapid Transit Co. v. Mayor, ete., of N. Y., 128 N. Y., 510.) Lands may not be condemned for a place to store boats of passengers visiting a pleasure resort on the line of the railroad, nor for more con- venient drainage of lands, or for opening a highway from the railroad {o a neighboring hotel. (In re Roch. & G. H. R. R. Co., 12 N. Y. Supp., 566 ; appeal dismissed 128 N. Y., 611.) Lands of private corporations may be acquired. (In re N. Y. C. & H. R. R. R. Co. v. Met. Gas Lt. Co., 68 N. Y., 326.) A railroad corporation cannot condemn lands in New York city for an elevated structure passing through blocks of buildings upon which passenger trains may be run at high speed. (In re Peo. Rap. Tr. Co. v. Dash, 125 N. Y., 98; see, also, Schaper v. B. & L. I. C. Ry. Co., 124 N. Y¥., 680.) Lands necessary to restore a street or highway may be taken. (Peo. ex rel. Green v. Dutchess & Col. R. R. Co., 58 N. Y¥., 152; Post v. W. S. R. R. Co., 123 N. Y., 580.) It is not what the corporation does or may choose to do, but what, under the law, it must do, that constitutes the test whether a public trust is impressed upon it. (In re N. Y., L. & W. Ry. Co., 99 N. ¥., 12.) 292 Grant or ApDDITIONAL PowERs. The Railroad Law, § 4. Lands may be condemned for the purpose of laying a branch track for the benefit of a private individual. (In re Roch., Horn. & Lack. R. RB, Co. v. Babcock, 110 N. Y., 119.) Title acquired in fee by deed may be conveyed. (Yates v. Van De Bogert, 56 N. Y., 526; see, also, Kenney v. Wallace, 24 Hun, 478; Nicoll N. Y. & E. R. BR. Co., 12 N. Y., 121.) 3. Construction of road.—To lay out its road not exceed. ing six rods in width, and to construct the same; and, for the pur pose of cuttings and embankments, to take such gdditonal lands as may be necessary for the proper construction and security of the road; and to cut down any standing trees that may be in danger of falling on the road, upon making compensation therefor. See section 59 of this law. " When a corporation excavating upon its land for lawful purposes is compelled to resort to blasting, the fact that the blasting caused injury to a building on adjoining land does not render it lable, unless the cor- poration failed to exercise due care. The degree of care must be com- mensurate with the danger. (Booth v. Rome, W. & O. T. R. R. Co., 140 N. Y., 267. revers'g 17 N. Y. Supp., 336; 44 St. Rep., 9.) 4, Intersection of streams, highways, plank-roads, turn- pikes and canals.—To construct its road across, along or upon any stream, water-course, highway,* plank-road, turnpike, or across any of the canals} of the state, which the route of its road shall intersect or touch. * The Highway Law, L. 1890, ch. 568, provides as follows, to wit: § 15. ACTIONS FOR INJURIES TO HIGHWAYs.— The commissioners of high- Ways may bring an action, in the name of the town, against any person or corporation, to sustain the rights of the public in and to any highway in the town, and to enforce the performance of any duty enjoined upon any person or corporation in relation thereto, and to recover any damages sustained or suffered or expenses incurred by such town, in consequence of any act or omission of any such person or corporation, in violation of any law or contract in relation to such highway. +The Canal Law, L. 1894, ch. 338, section 25, provides as follows, to wit: § 25. PoWERS WITH REFERENCE TO RAILROAD NEAR THE CANALS.— The superintendent of public works shall have a general supervisory power over so much of any railroad as passes over any canal or feeder belonging to the state, or approaches within ten rods thereof, so far as may b: necessary to preserve the free and perfect use of such canals or feeders, or for making any repairs, improvements or alterations thereupon. 4? railroad corporation shall construct its railroad over or at any place within ten rods of any canal or feeder belonging to the state, unless it submits to the superintendent of public works a map, plan and profile Grant or AppiTionaL Powers. 293 The Railroad Law, § 4. A street railroad company operating its cars over the canal by means of a bridge owned by the State does not make such bridge an appliance of its own. (Birmingham v. R. C. & B. R. R. Co., 137 N. Y., 13.) This provision removes the prohibition in the’ similar provision of the act of 1850, chapter 140, of the right to obstruct any navigable stream or lake, but does not divest a patentee of any rights previously acquired from the State. (Rumsey et al. v. N. Y. & N. E. R. R. Co., 130 N. Y., 88; see, also, 133 N. Y., 79; 125 N. Y., 681; 114 N. Y., 423.) Provisions in a city charter declaring it unlawful to grant the right to construct a street railroad, except to the person who will agree to carry passengers at the lowest rate of fare, were superseded by the foregoing subdivision. (Adamson v. Nassau Electric R. R. Co., 89 Hun, 261.) A railroad easement and franchise are not necessarily inconsistent with the easement of a public highway. (Telford v. Coney Island & Brooklyn R. R. Co., 6 App. Div., 204.) Where a railroad company has constructed its road so as to cut off the owner’s access to the navigable part of a river, he is entitled to recover: the diminished rental value of his land. (Rumsey v. N. Y. & N. E. R. R. Co., 136 N. Y., 543, dist’g 133 N. Y., 79, above.) S This statute does not attempt to grant any right to violate private prup- erty without consent of the owner. (E. Plank Rd. Co. v. Buf. & P R. Co., 20 Barb., 644; Williams v. N. Y. C. R. R. Co., 16 N. Y., 97.) Construction of the words “upon and along” considered in Baxter v. Spuyten Duyvil & P. M. R. R. Co., 61 Barb., 428; Osborne v. J. C. & Alb. Ry. Co., 27 Hun, 589.) The company must obtain an order of the Supreme Court before it may construct its road upon the surface of a highway. (Osborne v. J. C. Alb. Ry. Co., 27 Hun, 589; see, also, section 11, of this law.) -This subdivision does not mean that the highway should be rendered useless. The duty of restoring carries with it the power so to do. (Peo. ex rel. Green v. D. & C. R. R. Co., 58 N. Y., 152; Bell v. N. Y. O. & H. R. R. Co., 29 Hun, 560; Richardson v. N. Y. C. R. R. Co., 45 N. Y., 848.) 5. Intersection of other railroads.— To cross, intersect, join, or unite its railroad with any other railroad before con- structed, at any point on its route and upon the ground of such other railroad corporation, with the necessary turn-outs, sidings, of such canal or feeder and of the route designated for its railroad, ex- hibiting distinctly and accurately the relation of each to the other at ait the places within the limits of ten rods thereof, and obtain the written permission of the superintendent of public works and of the canal board for the construction of such railroad, with such conditions, directions and instructions as in his judgment the free and perfect use of any such canal or feeder may require. * Whenever any street railway shall cross over any bridge spanning a canal, or canal feeder, the company owning, main- taining and operating the same shall be deemed liable for and shall pay all damages that may occur or arise, either to the state or to individuals, by reason of its laying and maintaining its tracks or rails over, upon and across any such bridge, or by reason of the operation of its cars over the same; and any such company shall upon demand of the superintend- ent of public works, make any repairs to such structure to insure the continued safety thereof as shall have been rendered necessary by rea- son of such use of said structure by said company. Any company so maintaining or operating a street railroad over, upon and across any such bridge shall indemnify the state against any and all loss, damages or claims for damage, for injuries to person or property of passengers which shall be incurred by or made against such state by reason of the opera- tion of such railway over any such bridge, and the superintendent of By the amendment of 1902 the matter following the asterisk (*) was added. 294 Grant oF ADDITIONAL PowERs. The Railroad Law, § 4. switches, and other conveniences in furtherance of the objects of its connections. (Thus amended by L. 1892, ch. 676.) In connection with the foregoing provisions, see, also, section 12 of this law. A connection between a street surface and an elevated railroad by an inclined plane is not a joining or union within this subdivision. (Eldert v. L. I. Elec. ky. Co., 28 App. Div., 451.) A mere taxpayer, who alleges neither fraud, collusion nor dishonesty, cannot procure a temporary injunction to restrain railroads from connect- ing tracks, and the commissioner of highways in the city of New York from permitting it to be done. (Gallagher v. Keating, 27 Misc., 131.) The right provided for is an interest in lands, and, therefore, can only be granted by one corpora.ion to another by a written instrument. (P. J, M. & N. Y. R. R. Co. v. N. Y., L. E. & W. R. R. Co., 132 N. Y., 439.) A proceeding by one railroad corporation to secure a crossing over the track of another is a special proceeding (Code Civ. Pro., secs. 3333, 3334), and the costs are in the discretion of the court. (Matter of Cortland, etc., R. R. Co., 98 N. Y., 336.) When no evidence is given upon the question of damages, an allowance of a nominal sum may not, as matter of law, be deemed inadequate. (Id. See, also, Matter of Lockport & Buffalo R. R. Oo., 77 N. Y., 557.) Lands or buildings already appropriated for railroad uses, which in their nature require an exclusive occupation, cannot be invaded. (In re B. H. T. & W. Ry. Co. v. T. & B. R. Co., 79 N. Y., 64.) , Railroads may acquire real estate to make the connection between them. (In re Union El. R. R. Co., 113 N. Y., 275; In re B’klyn EL. R. R. Co., 32 St. Rep., 1065; aff’d, 125 N. Y., 434.) 6. Buildings and stations.— To erect and maintain all necessary and convenient buildings, stations, fixtures and ma- chinery for the accommodation and use of its passengers, freight and business. (Thus amended by L. 1892, ch. 676.) A statute authorizing the creation and operation of a railroad does not authorize it to so maintain and operate a turntable situate upon its premises as to make the same a nuisance. (Garvey y. Long Island R. R. Co., 9 App. Div., 254.) At common law a carrier of passengers and freight is not obliged to provide warehouses for freight offered or depots for passengers awaiting transportation. The Legislature has power, however, to impose such an obligation. (People v. N. Y., L. E. & W. R. R. Co., 104 N Y., 58.) Specific performance of a contract to provide a station at a particular place considered in Conger v. N. Y., W. S. & B. R. R. Co., 120 N. Y., 29, aff’'g 45 Hun, 296. public works may, in his discretion, require any company so maintaining or operating a street railway to furnish a bond, with sureties to be ap- proved by him, to indemnify the state from all such loss, damage oF claims. All such permits heretofore or hereafter granted shall be revo- cable whenever the free and perfect use of any such canal or feeder may so require, or if such railway company shall fail to make any such Te pairs when required by the superintendent of public works and the rail-. road company using or occupying any bridge over the same shall, within a reasonable time after the service upon it of written notice of such revo cation, or to make such repairs by the superintendent of public works, remove at its own cost and expense its railroad from such bridge aud from the limits of ten rods of said canal or feeder. (Thus amended by L. 1902, ch. 340.) Grant or AppiTtionaL Powers. 295 The Railroad Law, § 4. 7, Transportation of persons and property. — To take and convey persons and property on its railroad by the power or force of steam or of animals, or by any mechanical power, except where such power is specially prescribed in this chapter and to receive compensation therefor. As to motive power of street surface railroads, see section 100 of this law. 8. Time and manner of transportation. — To regulate the time and manner in which passengers and property shall be transported, and the compensation to be paid therefor. Relative to rate of fare for immigrants, see Penal Code, section 626, subd. 1. A regulation that no person should enter a particular place unless he had a ticket and his. train was about to leave is reasonable; also one that articles committed to the care of the company shall be checked is reasonable. (Avery v. N. Y. C. & H. R. R. R. Co., 121 N. Y., 31.) As is also a regulation requiring passengers to show their tickets when requested and directing their ejection from the cars in case of refusal. (Hibbard v. N. Y. & E. R. R. Co., 15 N. Y., 455; Vedder v. Fellows, 20 N. Y., 126.) The courts have power to compel a railroad corporation to furnish rea- sonable traveling facilities for residents of places along its route. (People ex rel. Wheeler v. Long Isl. R. R. Co., 31 Hun, 125; People v. N. Y. C. & H. R. R. R. Co., 28 Hun, 543.) When freight has been carried for several years at the schedule price, without objection thereto, the shipper must be deemed to have assented to the price as reasonable. (Killmer v. N. Y. C. & H. R. BR. R. Co., 100 N. Y., 395.) As to unjust discrimination in charges. (Root v. L. I. R. R. Co., 114 iN. Y., 300; Langdon v. N. Y., L. E. & W. R. R. Co., 58 Hun, 122.) Relief by mandamus under the Inter-State Commerce Act considered. (U. S. v. D. L. & W. R. R. Co., 40 Fed. Rep., 101.) A railroad corporation has a dual relation; a public relation to the people of the State, and a private one to its stockholders; its public obligation to run its cars and carry passengers transcends its obligation, to its stockholders; it may not stop its cars for any length of time to beat or coerce the price or conditions of labor down to those conditions. it offers. (In re Loader v. Brooklyn Heights R. R. Co., 14 Misc., 208.) 9. Purchase of lands and stock in other states.— To acquire and dispose of any real property in any other state through which any part of its railroad is operated, and stock in any foreign corporation owning lands in another state for the purpose of se- 296 Wuen Corporate Powers To CEAsE. The Railroad Law, § 5. curing for such railroad corporation in this state a permanent supply of fuel for its use, and stock of corporations in this state, formed for the purpose of erecting union railway depots. 10. Power to borrow money, issue bonds and mortgage property. — From time to time to borrow such sums of money as may be necessary for completing and finishing or operating or im- proving its railroad, or for any other of its lawful purposes and to issue and dispose of its bonds for any amount so borrowed, and to mort- gage its property and franchises to secure the payment of any debts contracted by the company for the purposes aforesaid, notwithstand- ing any limitation on such power contained in any general or special law. But no mortgage, except purchase-money mortgages, shall be issued by any railroad corporation under this or any other law without the consent of the board of railroad commissioners, and the consent of the stockholders owning at least two-thirds of the stock of the corpo- ration, which consent shall be in writing, and shall be given and cer- tified and be filed and recorded in the office of the clerk or register of the county where it has its principal place of business, as provided in section two of the stock corporation law; or else the consent of the board of railroad commissioners and the consent by their votes of stockholders owning at least two-thirds of the stock of the corpora- tion which is represented and voted upon in person or by proxy ata meeting called for that purpose upon a notice stating the time, place and object of the meeting, served at least three weeks previously upon each stockholder personally, or mailed to him at his post-office address, and also published at least once a week for three weeks successively in some newspaper printed in the city, town or county where such cor- poration has its principal office, and a certificate of the vote at such meeting shall be signed and sworn to and shall be filed and recorded as provided by section two of the stock corporation law. When au- thorized by the stockholders consent to any bonds made or issued under this section, the directors, under such regulations as they may adopt, may confer on the holder of any such bonds the right to con- vert the principal thereof, after two and not more than twelve years from the date of the bond, into stock of the corporation at a price fixed by the board of directors, which may be either par or a price not less than the market value thereof at the date of such: consent to such bonds; and if the capital stock shall not be sufficient to meet the conversion when made, the board of directors shall authorize an increase of capital stock sufficient for that purpose. (Added by L. 1890, ch. 676, and thus amended by L. 1897, ch. 377; L. 1899, ch. 583; L. 1900, ch. 482; L. 1902, ch. 504.) Section 2 of the Stock Corporation Law regulated mortgages executed by railroad corporations prior to the amendment of 1897, ch. 377. For decisions applicable under the foregoing subdivision see the Stock Corporation Law, section 2. ae § 5. When corporate powers to cease. —If any domestic railroad corporation shall not, within five years after its certificate of incorporation is filed, begin the construction of its road and WHEN Corporate Powers To CEASE. 297 The Railroad Law, § 5. expend thereon ten per centum of the amount of its capital, or shall not finish its road and put it in operation in ten years from the time of filing such certificate, its corporate existence and powers shall cease. But if any such steam railroad corporation whose certificate of incorporation was filed since the year eighteen hundred and eighty, and whose road as designated in such certificate is wholly within one county and not more than ten miles in length, has acquired the real property necessary for its road-bed by purchase, its corporate existence and powers shall not be deemed to have ceased because of its failure to comply with the provisions of this article; and the time for beginning the construction of its road and expending thereon ten per centum of its capital, is extended until thirteen years from the date of the filing of such certificate and the time for finishing its road and putting it in operation, is extended until eighteen years from the date of such filing. This section shall not apply to any street surface railroad company incorporated prior to July first, eighteen hundred and ninety-five, which has obtained or become the owner of the con- sents of the local authorities, of any city of the first or second class, given under article four of the railroad law to the use of public streets, avenues or highways for the construction and operation of the railroad thereon. (Thus amended by L. 1893, ch. 433; L. 1901, ch. 508.) The State may, by subsequent legislation, waive forfeitures which other- wise would have resulted from the failure of a railroad corporation to complete its road within the time fixed by law. (Bohmer v. Haffen, 22 Mis¢., 565; Matter of N. Y. El. R. R. Co., 70 N. Y., 327.) * A preliminary injunction, sought by a railroad corporation to restrain a similar corporation from constructing roads in the same county, is properly refused where it appears that the plaintiff has failed to expend at least ten per cent. of its capital stock within five years after its incor- poration and has not constructed its road and is not ready to construct it. (N. Y. City & Westchester Ry. Co. v. Portchester St. Ry. Co., 23 App. Div., 407.) The time for the construction of certain railroads was extended by chapter 700, Laws of 1895, entitled “An act to extend the time for the commencement of construction or completion of railroads other than street surface roads,” which reads ‘as follows, to wit: § 1. The time or times prescribed for the commencement of the con- struction or the completion of its railroads, or any other portions thereof, by any railroad company existing at the time herein mentioned, which has at said time acquired at least one-third of its right of way or begun the construction of any portion of its railroads or shall have hereafter obtained a certificate from the board of railroad commissioners that pub- lic convenience required the construction of said railroad is hereby ex- tended three years from the first day of January, nineteen hundred and three. (Thus amended by L. 1899, ch. 647; L. 1901, ch. 617; L. 1902, ch. 487.) 298 Wuewn Corporate Powers to Crass. The Railroad Law, § 6. The fact that a railroad corporation removes its tracks from and abandons for a certain period a part of its road does not determine or forfeit its franchise, so as to prevent it from relaying its tracks upon that part of its road. (Trelford v. Coney Island & Brooklyn R. R. Co., 6 App. Div., 204.) The cases, In re Brooklyn, Winfield & Newtown R. R. Co., 72.N, Y., 245, and B’klyn Steam T. Co. v. Brooklyn, 78 N. Y., 524, respectively, were discussed, but the principle established was not disturbed by the court in the Matter of New York & Long Island Bridge Co. v. Smith, 148 N. Y, 540. In the latter case it was held that the question as to whether a forfeiture clause is or is not self-executing, depends wholly upon the language employed by the Legislature. The bridge company was incor- porated by a special act (Laws of 1867, ch. 395) which provided that the bridge shall be commenced within two years, or “this act and all rights and privileges granted hereby shall be null and void.” The words quoted do not constitute a self-executing forfeiture clause, but the meaning of “null and void” in such connection is that the corporate existence shall be “ voidable,” i. e., that in case of default the corporation may be dis- solved through appropriate legal proceedings by the Attorney-General. (In re N. Y. & Long Island Bridge Co., supra.) No action or judicial proceeding is needed to declare and complete a forfeiture of corporate existence and powers under this section. (In re Brooklyn, Winfield & Newtown R. R. Co., 72 N. Y., 245.) The Legislature cannot waive this forfeiture by a special act without violating the Con- stitution, article 3, section 18. (Id., 75 N. Y., 335. See, also, Farnham v. Benedict, 107 N. Y., 159; Day v. Ogd. & L. C. R. R. Co., 107 N. Y., 129; In re Kings Co. El. R. R. Co., 105 N. Y., 97; Troy & Boston R. R. Co, v. B. H. T. & W. R. Co., 86 N. Y., 107; In re B’klyn, Winfield & N. R. R. Co., 81 N. Y., 69; B’klyn Steam T. Co. v. Brooklyn, 78 N. Y., 524; In re N. Y. El. R. R. Co., 70 N. Y., 327.) In the case of a corporation created by a special act which provided that the road should be commenced and completed within times specified, und in default thereof that it should “forfeit the rights acquired by” it under the act, the corporation is not by non-performance, ipso facto, dissolved or deprived of its corporate existence or corporate rights. It is simply exposed to proceedings, on behalf of the State, to establish and enforce the forfeiture. (In re Brooklyn El. R. R. Co., 125 N. Y., 434, dis- tinguishing B., W. & N. R. R. Co., 72 N. Y., 245, and B. 8S. T. Co. v. Brooklyn, 78 N. Y., 524, above.) A foreclosure and sale of the road works a forfeiture of its right to construct and operate a road thereafter, except as such right vests in a purchaser. (Sodus B. & C. R. R. Co. v. Lapham, 43 Hun, 314.) A corporation cannot avoid the expenditure required by leasing a por- tion of its route to another company and granting the latter the privilege of laying tracks thereon. (In re Brooklyn, W. & N. R. R. Co. v. Grand St. & N. R. R. Co. of Brooklyn, 81 N. Y., 69.) This statute is not applicable to a corporation willfully and intentionally neglecting construction of its road. (People v. Broadway R. R. Co. of Location oF Rovurs. 299 The Railroad Law, § 6. Brooklyn, 126 N. Y., 29.) Or to one whose rights had become extinct by omitting to begin construction within the period limited by the statute. {Farnham v. Benedict, 107 N. Y.,.159.) Nor to any road which was not in default at the time the statute took effect. (In re Brooklyn, W. & N. R. R. Co. v. Broadway R. R. Co. of Brooklyn, 72 N. Y., 245; Brooklyn S. T. Co. v. Brooklyn, 78 N. Y., 524.) Charters of railroad corporations are not forfeited or annulled as dam- ages for the violation of private contracts. (Matter of Long Island R. R.. Co., 143 N. Y., 67.) § 6, Location of route.— Every railroad corporation, ex- cept a street surface railroad corporation and an elevated railway corporation, before constructing any part of its road in any county named in its certificate of incorporation, or instituting any pro- ceedings for the condemnation of real property therein, shall make a map and profile of the route adopted by it in such county, certified by the president and engineer of the corporation, or a majority of the directors, and file it in the office of the clerk of the county in which the road is to be made. The corporation shall give written notice to all actual occupants of the lands over which the route of the road is so designated, and which has not been purchased by or given to it, of the time and place such map or profile were filed, and that such route passes over the lands of such occupants. Any such occupant or the owner of the land aggrieved by the proposed loca- tion, may, within fifteen days after receiving such notice, give ten days’ written notice to such corporation and to the owners or oc-. cupants of lands to be affected by any proposed alteration, of the time and place of an application to a justice of the supreme court, in the judicial district where the lands are situated, by petition duly verified, for the appointment of commissioners to examine the route. The petition shall state the objections to the route designated, shall designate the route to which it is proposed to alter the same,, and shall be accompanied with a survey, map and profile of the route designated by the corporation, and of the proposed alteration thereof, and copies thereof shall be served upon the corporation and. such owners or occupants with the notice of the application. The justice may, upon the hearing of the application, appoint three dis- interested persons, one of whom must be a practical civil engineer, commissioners to examine the route proposed by the corporation, and the route to which it is proposed to alter the same, and after 300 Location oF Route. The Railroad Law, § 6. hearing the parties, to affirm the route originally designated, or adopt the proposed alteration thereof, as may be consistent with the just rights of all parties and the public, including the owners or eccupants of lands upon the proposed alterations; but no alteration of the route shall be made except by the concurrence of the com- missioner who is a practical civil engineer, nor which will cause greater damage or injury to lands or materially greater length of road than the route designated by the corporation, nor which shall substantially change the general line adopted by the corporation. The commissioners shall, within thirty days after their appoint: ment, make and certify their written determination, which with the petition, map, survey and profile, and any testimony taken before them shall be immediately filed in the office of the county clerk of the county. Within twenty days after such filing, any party may, by written notice to the other, appeal to the general term of the supreme court from the decision of the commissioners, which appeal shall be heard and decided at the next term held in the de- partment in which the lands of the petitioners or any of them are situated, for which the same can be noticed, according to the rules and practice of the court. On the hearing of such appeal, the court may affirm the route proposed by the corporation or may adopt that proposed by the petitioner. The commissioners shall each be entitled to six dollars per day for their services, and to their reasonable and necessary expenses, to be paid by the persons who applied for their appointment. If the route of the road, as designated by the corporation, is altered by the commissioners, or by the order of the court, the corporation shall refund to the petitioner the amount so paid, unless the decision of the commissioners is reversed upon appeal taken by the corpora tion. No such corporation shall institute any proceedings for the condemnation of real property in any county until after the expira- tion of fifteen days from the service by it of the notice required by this section. Every such corporation shall transmit to the board of Location or Rovurs. 301 The Railroad Law, § 6. railroad commissioners the following maps, profiles and drawings exhibiting the characteristics of their road, to wit: A map or maps showing the length and direction of each straight line; the length and radius of each curve; the point of crossing of each town and county line, and the length of line of each town and county accurately determined by measurements to be taken after the completion of the road. ‘Whenever any part of the road is completed and used, such maps and profiles of such completed part shall be filed with such board within three months after the completion of any such portion and the commencement of its operation; and when any additional por- tion of the road shall be completed and used, other maps shall be filed within the same period of time, showing the additional parts so completed. If the route, as located upon the map and profile filed in the office of any county clerk, shall have been changed, it shall also cause a copy of the map and profile filed in the office of the railroad commissioners, so far as it may relate to the location in such county, to be filed in the office of the county clerk. (Thus amended by L. 1892, ch. 676.) For forms in proceedings under this section, see post, forms Nos. 99 to 107. The amendment of 1892 exempts street surface railroads and elevated railways from the requirements that maps and profiles be filed, and omits the prohibition against beginning condemnation proceedings “ until after the final determination of all applications that may be made for a change of route in such county.” The directors of a railroad corporation are not as such liable, individu- ally, if in the operation of the road the rights of a property owner are violated; the responsibility is that of the company, whether it be a ccr- poration de facto or de jure. (Lamming v. Galusha, 81 Hun, 247.) The preliminary survey (sec. 4, subd. 1) must be made, and notice (under sec. 6) must be given prior to the application for commissioners of appraisal. (In re N. Y. & B. R. R. Co. v. Godwin, 62 Barb., 85; 12 Abb. N. S., 21.) Commissioners of appraisal can not be appointed until the expiration of fifteen days after the service of notice. (Id.) Such notice must be served on all occupants affected. (In re N. F. & W. Ry. Co. v. De V. College, 46 Hun, 94; aff’d 108 N. Y., 375.) It need not, however, be served upon occupants of land, no part of which is covered by the route designated, but which may be required for the corporate purposes of the company. (In re N. Y., L. & W. Ry. Co. v. Scheu, 33 Hun, 148; aff'd 98 N. Y. 664.) Due service of the notice is a prerequisite to the appointment of commissioners. (People ex rel. E. & G. V. R. R. Co. v. Tubbs, 49 N. Y., 356; In re L. I. R. R. Co., 45 N. Y., 364; In re Norton v. W. V. BR. R. Co., 683 Barb., 77.) The statute contemplates but one com- mission in a county, which should complete its work by affirming the route proposed by the company or making all necessary alterations, and 302 Acquisition oF TitLE TO Reat Property. The Railroad Law, § 7. when this is done the route through the county is established. (Id) The justice of the supreme court merely determines whether or not there is sufficient cause for appointment of commissioners. He can not try the matter on its merits. (Norton v. W. V. R. R. Co., 61 Barb., 476.) A notice subscribed ‘“ James M. Milne, secretary of the Cortland and Homer Horse Railroad Company,” is properly signed by the company. (In re C. & H. R. R. Co. v. S., B. & N. Y. R. R. Co., 31 Hun, 72; aff'd 95 N. Y., 663.) The notice by an aggrieved occupant or owner must be served personally. (Peo. ex rel. N. B. & C. R. R. Co. v. L. & B. R. BR. Co, 13 Hun, 211.) Where error has been committed by commissioners the courts will send the report back. (In re L. S. & M.S. Ry. Co. v. N. Y., L. & W. Ry. Co, 89 N. Y., 442.) Whether the order by the general term upon an appeal from the decision of the commissioners is appealable, quaere. (In re N. Y., L. E. & W. R. R. Co., v. N. Y., L. & W. Ry. Co., 99 N. Y., 338.) The court of appeals will not review questions of fact passed upon by the commissioners (Id.) A map which shows the alignment and profile is sufficient, without showing all the connections, turnouts and switches. (People v. Brooklyn F. & C. 1. R. R. Co., 89 N. Y¥., 75.) It seems that filing a map is not neces- sary by a company purchasing, after foreclosure, a railroad already con- structed. (Id.) A law designating the streets through which a company may construct and operates its road is a practical location. (In re Coney Isl. & B. R. R. Co. v. Ridley, 12 Hun, 451.) A map showing the general course of the road, not indicating whether it is an exterior, a center, or any other certain line, is insufficient, (N. Y. & B. R. R. Co. v. Godwin, 12 Abb., N. S., 21; 62 Barb., 85; N. Y. & A. BR. R. Co. v. N. Y., W. S. & B. Ry. Co., 11 Abb. N. C., 386 ; In re B., H. T. & W. Ry. Co., 10 Abb. N. C., 104.) Additional land required for cuttings and embankments need not be shown. (In re S. B. R. R. & T. Oo. ¥, Gates, 50 Hun, 405.) A map of part of the road only could not work an abandonment of another portion. (Mason v. B’klyn City & N. R. R. Co, 35 Barb., 373.) This section is not applicable to the matter of crossing existing railroad tracks. (See R. R. L., sec. 12, post; In re N. Y., L. E. & W. R. RB. Co. v. P., L. & N. H. R. R. Co., 110 N. Y., 874; In re L. S. & M. S. Ry. Co. v. N. Y., L. & W. R. Co., 89 N. Y., 442; In re B., H. T. & W. R. Co, v. T. & B. R. R. Co., 79 N. Y., 64; see, also, N. Y., L. BE. & W. R. R. Co. ¥. N. Y., L. & W. Ry. Co., 99 N. Y., 388; L. & B. R. R. Co. v. N. Y. C. & H R. R. R. Co., 77 N. Y., 557.) , When a map and survey has been made and filed and the required notice given the corporation has acquired the right to construct and operate a railroad upon such line. (R., H. & L. BR. RB. Co. v. N. Y., L EB. & W.R. R. Co, 110 N. Y., 128; S. R. T. R. R. Co. v. New York, 128 N. Y., 510.) § 7. Acquisition of title to real property.—All real prop- erty, required by any railroad corporation for the purpose of its incorporation, shall be deemed to be required for a public use. Acquisition or Titte To Reat Property. 3038 The Railroad Law, § 7. If the corporation is unable to agree for the purchase of any real property, or of any right, interest or easement therein, required for such purpose, or if the owner thereof shall be incapable of selling the same, or if after diligent search and inquiry the name and resi- dence of such owner can not be ascertained, it shall have the right to acquire title thereto by condemnation. It shall also have such right in the following cases: 1. Where title to real property has been acquired, or attempted to be acquired, and has been found to be invalid or defective. 2. Where its railroad shall be lawfully in possession of a lessee, mortgagee, trustee or receiver, and additional real property shall be required for the purpose of running or operating such railroad. 3. Where it shall require any further rights to lands or the use of lands for switches, turnouts, or for filling any structures of its road, or for constructing, widening or completing any of its embankments or roadbeds, by means of which greater safety or permanency may be secured, and such lands shall be contiguous to such railroad and reasonably accessible to the place where the same are to be used for such purpose or purposes. 4, Where it shall require any further rights to lands or to the use of lands for the flow of water occasioned by railroad embank- ments or structures now in use, or hereafter rendered necessary, or for any other purpose necessary for the operation of such rail- road, or for any right to take and convey water from any spring, pond, creek or river to such railroad, for the uses and purposes thereof, together with the right to build or lay aqueducts or pipes for the purpose of conveying such water, and to take up, relay and repair the same, or for any right of way required for carrying away or diverting any water, stream or floods from such railroad for the purpose of protecting its road or for the purpose of preventing any embankment, excavation or structure of such railroad from injur- ing the property of any person who may be rendered liable to injury thereby. Waters commonly used for domestic, agricultural or manufactur- ing purpose, shall not be taken by condemnation to such an extent as to injuriously interfere with such use in future. No railroad corporation shall have the right to acquire by condemnation any right or easement in or to any real property owned or occupied by any other railroad corporation, except the right to intersect or cross the tracks and lands owned or held for right of way by such other corporation, without appropriating or affecting any lands owned or held for depots or gravel-beds. (Thns amended hv T.. 1292. ch. 676.) 304 Rarttroaps THRovGH Pusiio Lanps. The Railroad Law, § 8. The grant to a corporation by an abutting owner, who owns the fee of the street, of the right to construct a railroad thereon includes the right to operate such railroad, and precludes a recovery by such owner or his grantee of damages to the abutting premises arising from such operation, unless it is shown that the road is improperly constructed or negligently operated (Conabeer v. N. Y. C. & H. R. R. R. Co., 84 Hun, 34, See the condemnation law, post; see, also, section 4, subd. 2 of this law. The fourth word in the second line of the section was changed from “acquired” to “required” by amendment of 1892. Where the lease of property abutting upon a street on which is erected an elevated railroad was made subsequent to the construction of such road the exclusive right of action for rental damages is in the land- ewner. (Crimmins v. Metropolitan El. Ry. R. R. Co., 87 Hun, 187.) Under this section lands may be acquired for passenger and freight depots; for places for keeping cars and engines not in use; lands for proper tracks and curves to enable trains with safety, dispatch and con- venience to approach the station, cattle yards, elevator and water front structures of the company; also land under water for piers, ete. (In re N. Y. C. & H. R. R. R. Co., 77 N. Y., 248; Same v. Met. Gas Lt. Co., 63 N. Y., 326.) It is no objection that other lands in the same vicinity equally well adapted may be acquired by purchase. (Same v. Kip, 46 N. Y., 546.) Land for prospective uses may also be acquired. (In re Staten Isl. R. T, Co., 103 N. Y., 251.) Lands cannot be taken for speculation or to obstruct competing lines. (In re R. & S. R. R. Co. v. Davis, 43 N. Y., 187.) Lands under water may be condemned by proceedings for that purpose. (In re N. Y. C. & H. R. R. R. Co., 77 N. Y., 249; 29 Hun, 269.) A foreign corporation is entitled to the benefits of this provision. (In re Marks, 25 St. Rep., 502; 6 N. Y. Supp., 105.) A railroad corporation may perfect a defective title to its lands, (In re Prospect Pk. & C. I. R. R. Co., 67 N. Y., 371; In re N. Y. C. BR. R. Co, 20 Barb., 419, 428.) The act does not imply that an outstanding judg- ment affecting the interest of an owner who had been compensated is recognized as a defect in the title. (Watson v. N. Y. C. R. R. Co, 47 N. Y., 157.) This section only confers the right to proceed in invitum when an attempt to purchase of the owner has proven a failure. (N. Y. & B. R. R. Co. v. Godwin, 12 Abb. N. S., 21.) And when such failure is caused either by the owner’s unwillingness to sell it all, or only at an excessive price. (In re Prospect Pk. & C. I. R. R. Co., above.) Pending an action to restrain a railroad company from operating its road in a certain street, it entered into a stipulation not to prosecute pro- ceedings to condemn property pending a stay. Held, when the stay ceased to operate by reason of reversal, the company was free to act. (In re Met. El. Ry. Co., 186 N. Y., 500.) § 8. Railroads through public lands.—The commissioners et the land office may grant to any domestic railroad corporation any land belonging to the people of the state, except the reserva- tion at Niagara and the Concourse lands on Coney Island, which may be required for the purposes of its road, on such terms as may Raitroaps tarover Inpranw Lanps. 305 The Railroad Law, §§ 9, 10. be agreed on by them; or such corporation may acquire title thereto by condemnation; and the county or town officers having charge of any land belonging to any county or town, required for such corporation for the purpose of its road, may grant such land to the corporation for such compensation as may be agreed upon. Lands under water may be taken by a railroad corporation under this section; no notice need be served upon the owner of the adjoining upland. (Matter of the N. Y., West Shore and Buffalo R. R. Co., 29 Hun, 269; 103 N. Y., 251.) A patent granted by the commissioners of the land office for State lands under navigable waters, which is not void on its face, can only be assailed in a direct proceeding to review the action of the commissioners, or by an action in equity to set aside the grant. (N. Y. C. & H. R. R. R. Co. v. Aldridge, 185 N. Y., 83; dist’g Rumsey v. N. Y. & N. E R. R. Co., 114 N. Y., 423.) Where the owner of land bounded by a navigable river eonveys a strip of the land along the water front to a railroad company for the use of its road he does not lose, nor does the company gain the character of riparian owner. The company can only use the land for the purposes of its road. (Id.) The authority conferred by law upon the commissioners of the land office to be deemed modified by this section. (In re N. Y., W. S. & B. Ry. Ce. v. Swain, 29 Hun, 269; see, also, Gould v. Hudson R. R. R. Co., 6 N. Y., 522, held to have been overruled in Rumsey v. N. Y. & N. H. R. R. Co., 133 N. Y., 79.) Notice to the owner of the upland need not be given when land under water is condemned pursuant to this section. (29 Hun, 269, above.) Land under water granted to New York city by the legislature is held in trust for the uses prescribed, but may be appropriated for railroad purposes. (In re N. Y., W. S. & B. Ry. Co. v. Walsh, 89 N. Y., 453 aff’g 27 Hun, 57; In re N. Y. C. & H. R. R. R. Co, 77 N Y., 248.) This pro- vision confers power to grant lands under water for necessary docks. (77 N. Y., 248, above ; see, also, Kerr v. W. S. R. R. Co., 127 N. Y., 269 ; Rumsey v. N. Y. & N. E. R. R. Co., 114 N, Y., 423; 180 N, Y., 88; 138 N. Y., 79; 186 N. Y., 543.) § 9. Railroads through Indian lands.—Any railroad cor- poration may contract with the chiefs of any nation of Indians, over whose lands it may be necessary to construct its railroad, for the right to make such road upon such lands, but such contract shall not vest in the corporation the fee to the land, nor the right to oceupy the same for any purposes other than may be necessary for the construction, occupancy and maintenance of such railroad, and such contract shall not be valid or effectual until it shall be ratified by the county court of the county where the land shall be situated. § 10. Railroads through Chautauqua assembly grounds,— No railroad corporation shall build, construct or operate any railroad in, upon, over or through the grounds, lands or premises an 306 Intersection or Hiegnways. The Railroad Law, § 11. —— owned by the Chautauqua assembly corporation in the town and county of Chautauqua, without the written consent of a majority of the board of trustees of such assembly corporation. , § 11. Intersection of highways, additional lands for— No railroad corporation shall erect any bridge or other obstruction ‘across, in or over any stream or lake, navigated by steam or sail boats at the place where it may be proposed to be erected, nor shall ‘it construct its road in, upon or across any street of any city without ‘the assent of the corporation of such city, nor across, upon or along ‘any highway in any town or street in any incorporated village, without the order of the supreme court of the district in which such highway or street is situated, made at a special term thereof, after at least ten days written notice of the intention to make application for such order shall have been given to the commissioners of high- ways of such town, or board of trustees of the village in which such highway or street is situated. Every railroad corporation which shall build its road along, across or upon any stream, watercourse, street, highway, plankroad or turnpike, which the route of its road shall intersect or touch, shall restore the stream or watercourse, street, highway, plankroad and turnpike, thus intersected or touched, to its former state, or to such state as not to have unneces- sarily impaired its usefulness, and any such highway, turnpike or plankroad may be carried by it, under or over its track, as may be found most expedient. Where an embankment or cutting shall make a change in the line of such highway, turnpike or plankroad desirable, with a view to a more easy ascent or descent, it may con- struct such highway, turnpike or plankroad, on such new line as its directors may select, and may take additional lands therefor by condemnation if necessary. Such lands so taken shall become part of such intersecting highway, turnpike or plankroad, and shall be held in the same manner and by the same tenure as the adjacent parts of the highway, turnpike or plankroad are held for highway purposes. Every railroad corporation shall pay all damages sus- tained by any turnpike or plankroad corporation in consequence of its crossing or occupation of any turnpike or plank-road, and in case of inability to agree upon the amount of such damages, it may acquire the right to such crossing or occupation by condemnation. See provisions of section 15 of the highway law on page 292. The legislature has power to authorize the laying of a street across the tracks of a railroad company, and to require the company to carry such street across its tracks without compensation. (People ex rel. City of Ithaca v. D., L. & W. R. R. Co., 1i App. Diy., 280.) IntTERSECTION or Hicuways. 807 The Railroad Law, § 11. The municipal corporation in determining whether a street should be laid out is the sole judge as to the necessity therefor. (People ex rel. City of Ithaca v. D., L. & W. R. R. Co., 11 App. Div., 280.) A resolution of a municipal corporation which lays out a street from a given point, south “to the track” of a railroad company, ‘and thence to the south line of said city” carries the street across, and does not omit therefrom the space between the tracks of the railroad company. (People ex rel. City of Ithaca v. D., L. & W. R. R. Co., 11 App. Div., 280.) Where the primary purpose of an improvement in the manner of con- structing railroad crossings in city streets is not for the benefit of a railroad company or its patrons, but is an exercise of the police power of the State for the protection of the lives and limbs of its inhabitants, the court will leave an abutting owner, claiming damages, to his remedy by action. (Pratt v. N. Y. C. & H. R. R. R. Co., 90 Hun, 83.) The right to change the line of a highway ‘‘ where an embankment or cutting shall make a change in the line of such highway desirable, with a view to a more easy ascent or descent,” has no application to the case of the discontinuance of a highway at a grade crossing, the removal of the grade crossing, and the change of the line of travel by a new way to a bridge crossing, when no embankment or cutting existed at the grade crossing. (Buckhbolz v. N. Y., Lake Erie & W. R. R. Co., 148 N. Y., 640, revsg. 66 Hun, 377, and distg. 58 N. Y., 152.) A case for equitable interposition and for the recovery of damages arises when an unlawful change in and obstruction of a highway diverts travel from the premises of an abutting property-owner, and seriously interrupts his business. (Buckholz v. N. Y., Lake Erie & W. R. R. Co., 148 N. Y., 640, revsg. 66 Hun, 377, and distg. 58 N. Y., 152.) Where the appropriation of a street by a railroad corporation was legal, no merely consequential damage to an abutting owner, having no title to the street, affords a ground of action against the railroad com- pany. (Conabeer v. N. Y. C. & H. R. R. R. Co., 156 N. Y., 474, aff’g 84 Hun, 34.) A release or abandonment of easements of light, air and access which are appurtenant to property abutting upon a public street may be estab- lished by any evidence which clearly indicates an intention upon the part of the abutting owner to abandon the right. (Conabeer v. N. ¥, C. & H.R. R. R. Co., 156 N. Y., 474, aff’g 84 Hun, 34.) Where the public use authorized by law takes no land of an individual, but merely affects him by its proximity, the necessary annoyance of that use furnishes no basis for damage. (Conabeer v. N. Y. C. & H. R. R. R. Co., 156 N. Y., 474, aff’g 84 Hun, 34.) The duty imposed upon a railroad company of restoring a highway was not expressly or impliedly repealed by the Highway Law. (Bush v. D. L. & W. R. R. Co., 166 N. Y., 210, aff’g 54 App. Div., 616.) Street cars have no right of way over other vehicles at the inter- section of streets, but the right of each to cross should be exercised in a reasonable and careful manner, so as not to unreasonably abridge or interfere with the rights of the other. (Reilly v. Third Ave. R. R. Co., 16 Misc., 11.) A railroad company, which has constructed its track upon a highway, 308 INTERSECTION OF HiGHways. The Railroad Law, § 11. does not fulfill its duty of restoration by merely laying out a new highway of the same width and grade and in the same general direction, but must take all reasonable precautions to make the new highway safe with reference to all the new surroundings. (Allen v. Buffalo, Roch- ester & Pittsburg Ry. Co., 151 N. Y., 434, aff’g 81 Hun, 615.) The duty of restoring and maintaining a highway appropriated by a railroad company is a continuing obligation incident to the franchise, which passes and attaches to the successors of the corporation. (Allen v. Buffalo, Rochester & Pittsburg Ry. Co., 151 N. Y., 434, aff’g 81 Hun, 615.) Municipal authorities are not authorized to surrender to a railroad exclusive use of a considerable portion of the street for the erection of abutments and piers to sustain an elevated structure. (D., L. & W. R. R. Co. v. Buffalo, 158 N. Y., 266 and 478, aff’g 4 App. Div., 562.) The provision of a city charter permitting the common council to con- sent to the construction of a railroad across a street is not independent of the General Railroad Act, but the two statutes may be read together, and when so read they simply authorize a railroad to cross a street, but not necessarily in such a way as to obstruct its use. (D., L. & W. R. R. Co. v. Buffalo, 158 N. Y., 478.) A railroad company in constructing a bridge over a stream of water must provide an opening sufficient for all ordinary exigencies of the climate and situation of the stream, and also such extraordinary emer- gencies as may occur. (Higgins v. N. Y., L. E. & W. R. R. Co., 78 Hun, 567.) A corporation in constructing a dam or culvert should construct St in such a manner as to resist such extraordinary floods as may be reason- ably expected to occur occasionally. (Mundy v. N. Y., L. B. & W. R. RB. Co., 75 Hun, 479.) So, also, in the construction of a bridge. (Van Duzer v. Elmira, C. & N. R. R. Co., 75 Hun, 487.) The provision for restoration of streams, water-courses, etc. was designed to protect public rights, not private interests, and applies only to navigable streams. (Kerr v. W. S. R. R. Co., 127 N. Y., 269; dist’g Langdon v. Mayor, etc., 93 N. Y., 129 ; Williams v. Mayor, etc., 105 N. Y., 420; Kingsland v. Mayor, etc., 110 N. Y., 569.) It does not entitle an owner of upland, where access to his dock is cut off, to have a draw- bridge constructed. (127 N. Y., 269, above.) A stream diverted must be restored to its former usefulness as nearly as practicable. (Cott v. Lewis- ton R. R. Co., 36 N. Y., 214.) Changing a street grade, thereby cutting off an abutting owner’s access to his premises, entitles the latter to damages, although that portion of the street had been discontinued by the municipal authorities. (Bgerer v. N. Y. C. & H. R. R. R. Co., 180 N. Y., 108.) Where a grade is changed and the abutting owner’s fee to the center of the highway is not sub- jected to a new or different use he suffers no damage. (Conklin v. N. Y. O. & W. Ry. Co., 102 N. Y., 107; Rauenstein v. N. Y., L. & W. RB. BR Co., 136 N. Y., 528; 31 St. Rep., 911; 19 N. Y. Supp., 833; 47 St. Rep. 189 ; 120 N. Y., 661; Ottenot v. Same, 119 N. Y., 603; Fobes v. Rome, W. & O. R. R. Co., 121 N. Y., 505; but see, also, Reining v. N. Y., L. & W. Ry. Co., and Jeaume v. Same, 128 N. Y., 157, 623.) A railroad company, for the purpose of crossing a turnpike road, may IntTERsECTION or OTHER Roaps. 309 The Railroad Law, § 12. make 2 new road to connect with the undisturbed portions. (In re N. Y,, W.S. & B. Ry. Co. v. N. & N. W. T. R. Co., 28 Hun, 472.) Damages must be appraised and paid before the land is entered upon. (J. & B. R. R. Co. v. N. ¥. & M. B. Ry. Co., 25 Hun, 585; B. & G. V. P. R. Co. v. Buf. & P. R. R. Co., 20 Barb., 644.) As a general rule the election as to the mode of erossing is with the company, and is not reviewable, if exercised in good faith. (People v. N. Y¥. ©. & H. R. R. R. Co., 74 N. Y., 302; see, also, People v. N. Y., N. H. & H. R. R. Co., 89 N. Y., 266.) If a highway is removed lands for restoration may be acquired by pur- chase or condemnation. (Post v. West S. R. R. Co., 128 N. Y., 580; see, also, People ex rel. Schaghticoke v. T. & B. R. R. Co., 37 How., 427; aff'd, 6 Alb. L. J., 174.) As to repaving streets, see Gilmore y. Utica, 121 N. Y, 561 ; 181 N. ¥,, 26; Masterson v. N. Y. C. & H. R. R. R. Co., 84 N. Y., 247. Whether the duty to restore has been performed may be for a jury to determine. (Payne v. T. & B. R. R. Co., 83 N. Y., 572; Wasmer v. D., L. & W. R. R. Co., 80 N. Y., 212.) The remedy of the public for a failure to restore is by indictment or mandamus, L. 1890, ch. 568, sec. 15. (Bryant v. Town of Randolph, 133 N. Y., 70; People v, N. Y. C. & H. R. R. R. Co., 74 N. Y., 302 ; see, also, People ex rel. Green v. D. & C. R. R. €o., 58 N. Y., 152; People v. N. Y., N. H. & H. R. R Co., 89 N. Y., 266.) The duty to restore is a continuous one. If, after restoration of a high- way, increased travel require changes to be made, the company must make them. (Hatch v. S., B. & N. Y. R. R. Co., 50 Hun, 64.) When the railroad company is in default in restoring a highway, a highway com- missioner may do the necessary work and maintain an action against the company for the expense. (Bryant v. Town of Randolph, 133 N, Y., 70.) § 12. Intersection of other railroads.— Every railroad cor- poration, whose road is or shall be intersected by any new railroad, shall unite with the corporation owning such new railroad in form- ing the necessary intersections and connections, and grant the requisite facilities therefor. If the two corporations can not agree upon the amount of compensation to be made therefor or upon the line or lines, grade or grades, points or manner of such intersections and connections, the same shall be ascertained and determined by commissioners, one of whom must be a practical civil engineer and surveyor, to be appointed by the court, as is provided in the con- demnation law. Such commissioners may determine whether the crossing or crossings of any railroad before constructed shall be beneath, at, or above the existing grade of such railroad, and upon the route designated upon the map of the corporation seeking the crossing or otherwise. All railroad corporations whose roads are or shall hereafter be so crossed, intersected or joined, shall receive from each other and forward to their destination all goods, mer- 310 INTERSECTION oF HieHways. The Railroad Law, § 12. chandise and other property intended for points on their respective roads, with the same dispatch as, and at a rate of freight not exceed- ing the local tariff rate charged for similar goods, merchandise and other property, received at or forwarded from the same point for individuals and other corporations. (Thus amended by L. 1892, ch. 676.) See section 4, subd. 5. See, also, ch. 239, L. 1893, post, and cases cited thereunder. The provisions of this section authorizing the crossing or intersection of one railroad by another, are applicable to street surface railroads. (Buffalo, Bellevue & Lancaster R. R. Co. v. N. Y., L. E. & W. R. R. Co, 72 Hun, 583.) Under this section the Supreme Court has power to appoint commis- sioners to determine the point and the manner at which a connection shall be made and under section 35 a limited power is granted to the railroad commissioners to determine the terms upon which a crossing shall be made from one railroad over the tracks of an intervening road to the tracks of a third road. (N. Y., L. & W. R. R. Co. v. Erie R. R, Co., 31 App. Div., 378.) An injunction will not lie in behalf of a municipal corporation to pre vent a street railroad company from removing a crossing over its tracks which has been constructed by a steam railroad without authority. (City of Kingston v. Colonial City Traction Co., 17 App. Div., 274.) A railroad corporation which has contracted with two other companies to construct a curve to connect their tracks, in consideration of a right to operate its cars thereon, has the same right to construct the curve which the two companies themselves would have had, under this section. (Kunz v. Brooklyn Heights R. R. Co., 25 Misc., 334.) The commissioners are the tribunal by which all questions in regard to the place and manner of the crossing of one railroad by another are to be determined, and that determination must necessarily be made in view, among other things, of the motive power employed and the mode of its application. (Buffalo, Bellevue & Lancaster R. R. Co. v. N. Y., L. B. & W. R. R. Co., 72 Hun, 583.) An agreement for a crossing will bar proceedings for appointment of CuancEe oF Routst, Grape or TERMINUS. 312. The Railroad Law, § 13. commissioners under this section. (In re Rome, W. & O. R. R. Co. v. Ont. S. R. R. Co., 16 Hun, 445.) A petition for appointment of commissioners must allege an attempt and failure to agree. (In re B., H. T. & W. Ry. Co. v. T. & B. R. RB. Co., 79 N. Y. 64.) It must be proved if denied. (In re L. & B. R. R. Co. v. N. Y. C. & H. R. R. R. Co., 77 N. Y., 557.) Otherwise it need not be. (79 N. Y., 64, above. See, also, Matter of Cortland & H. H. R. R. Co. v. S., B. & N. Y. R. R. Co., 31 Hun, 72; aff’d, 95 N. Y., 663.) As to defective verification, see 79 N. ¥., 64, above. The petition of a street surface railroad must show that it has secured the consents of the property-owners and local authorities. (See section 91, R. R. L.; In re Saratoga Elec. R. R. Co., 58 Hun, 287. See, also, 22 Abb. N. C., 427.) In case commissioners are appointed, their determination should include all particulars relative to the manner of crossing. (In re L. & B. R. R. Co. v. N. Y. C. & H. R. R. R. Co., 19 Hun, 38; In re N. Y., L. & W. Ry. Co. v. N. Y. & E. R. R. Co., 35 Hun, 275.) Review of their determination considered. (In re L. V. Ry. Co. v. N. Y. C. & H. R. R. RL Co., 93 N. Y¥., 639.) Nominal damages are not inadequate when no evi- dence is given on that point. (In re C. & H. H. R. R. Co. v. 8. B. & NL Y. R. BR. Co., 98 N. Y¥., 336.) Costs ‘are in discretion of the court. (Id.) The report is not to be appealed from in fragments. (N. Y., L. & W. Ry. Co. v. N. Y., L. E. & W. R. R. Co., 44 Hun, 275.) § 18. Change of route, grade or terminus.—Every railroad corporation, except elevated railway corporations, may, by a vote of two-thirds of all its directors, alter or change the route or any part of the route of its road or its termini, or locate such route, or any part thereof, or its termini, in a county adjoining any county named in its certificate of incorporation, if it shall appear to them that the line can be improved thereby, upon making and filing in the clerk’s office of the proper county a survey, map and certifi- eate of such alteration or change. If the same is made after the corporation has commenced grading the original route, compensa- tion shall be made to all persons for injury done by such grading to any lands donated to the corporation. But neither terminus can be changed, under this section, to any other county than one 312 Cuance or Route, Grave on TERMINUS. The Railroad Law, § 13. adjoining that in which it was previously located; nor can the route or terminus of any railroad be so changed in any town, county or municipal corporation, which has issued bonds and taken any stock or bonds in aid of the construction of such rail- road without the written consent of a majority of the taxpayers appearing upon the last assessment roll of such town, county or municipal corporation, unless such terminus, after the change, will remain in the same village or city as theretofore. No altera- tion of the route of any railroad after its construction shall be made, or new line or route of road laid out or established, as provided in this section, in any city or village, unless approved by a vote of two-thirds of the common council of the city or trus- tees of the village. Any railroad corporation whose road as lo- cated terminates at any railroad previously constructed or located, whereby communication might be had with any incorporated city of the state, may amend its certificate of incorporation so as to terminate its road at the point of its intersection with any rail- road subsequently located to intersect it, and thereby, by itself or its connection, afford communication with such city, with the consent of the stockholders owning two-thirds of the stock of the corporation. Any railroad corporation may, by a vote of its di- rectors, change the grade ofeany part of its road, except that in the city of Buffalo such change must conform to the general plan here- tofore adopted and filed by the grade crossing commissioners of said city, or any modification thereof, within the territory covered by said general plan, in such manner as it may deem necessary to avoid accidents and facilitate the use of such road; and it may by such vote alter the grade of its road, for such distance and in such manner as it may deem necessary, on each or either side of the place where the grade of its road has been changed by direction of the superintendent of public works, at any point where its road crosses any canal or canal feeder, except that in the city of Buffalo Part or Line mw Anotuer Strats. 313 The Railroad Law, § 14. such change must conform to the general plan heretofore adopted and filed by the grade crossing commissioners of said city, or any modification thereof, within the territory covered by said general plan. The superintendent of public works shall have a general and supervisory power over that part of any railroad which passes over, or approaches within ten rods of any canal or canal feeder belong- ing to the state so far as may be necessary to preserve the free and perfect use of such canals or feeders, or to make any repairs, improvements or alterations, in the same. Any railroad corporation whose tracks cross any of the canals of the state, and the grade of which may be raised by direction of the superintendent of public works, with the assent of such superintendent, may lay out a new line of road to cross such canal at a more favorable grade, and may extend such new line and connect the same with any other line of road owned by such corporation upon making and filing in the clerk’s office of the proper county a* survey map and certificate of such new or altered line. No portion of the track of any railroad, as described in its certificate of incorporation, shall be abandoned under this section. (Thus amended by L. 1892, ch. 676, and L. 1897, ch. 235.) For form of certificate of change of route, see post, form No. 108. A change of route cannot be effected by filing an amended certificate pursuant to General Corporation Law, section 7. (Matter of Riverhead, Q. & S. R. R. Co., 36 App. Div., 514.) The only prerequisite to change the route is a vote of two-thirds of the directors, sanctioning the new location, followed by filing of a survey and map. (Matter of N. Y., L. & W. R. Co., 88 N. Y., 279.) Exercise by the board of directors of the authority conferred by this section considered. (In re N. Y. C. & H. R. R. R. Co., 77 N. Y., 248; N. Y., L. & W. R. Co. v. N. Y., L. E. & W. R. BR. Co., 88 N. Y., 279; B. C. & N. Y. R. R. Co. v. Pottle, 23 Barb., 21.) A street railroad company operating its cars over the canal by means of a bridge owned by the State, does not make such bridge an appliance of its own, and its liability while on the bridge is no different than when traversing the street. (Birmingham v. R. C. & B. R. R. Co., 137 N. Y., 13.) § 14. Construction of part of line in another state.— Any railroad corporation, whose proposed railroad is to be built between any two points in this state, may, by a vote of two-thirds of all its directors, locate and construct a part of its road in an ad- joining state; andl the sections of its road within this state shall be deemed a connected line, according to the certificate of incorpora- tion, and the directors may reduce the capital stock of the corpora- tion to such amount as may be deemed proper, but not less than ten thousand dollars per mile for the number of miles of road to be actually constructed in this state. 314 Roaps Havine Same Location; Tunnet Rarroaps. The Railroad Law, §§ 15, 16. § 15. Two roads having the same location.—If two raj)- road corporations for a portion of their respective lines embrace the same location of line, or if their lines connect, or are tributary to each other, such corporations may by agreement provide for the construction by one of them of so much of such line as is common to both, or connects with its own line, and for the manner and terms upon which the business thereon shall be performed, and the corpo- ration that is not to construct the part of the line which is common to both, may amend its certificate of incorporation, and terminate its line at the point of intersection, and may reduce its capital to a sum not less than ten thousand dollars for each mile of road pro- posed to be constructed in such amended certificate. When a company shortens its line and reduces its capital stock under this provision, a subscriber to stock will not thereby be released from pay- ment of his subscription. (Troy & Rut. R. R. Co. v. Kerr, 17 Barb., 581.) § 16. Tunnel railroads.—When, according to the route and plan for the building of its road, adopted by any railroad corpora- tion, including corporations organized under chapter one hundred and forty of the laws of eighteen hundred and fifty, and the acts amendatory thereof, and supplementary thereto, it shall be neces- sary or proper to build it or any part of it under ground, or to tunnel or bridge any river or waters, such corporation may enter upon, acquire title to and use such lands under water and uplands, except on or along any canals of the state, as shall be necessary for the purpose herein mentioned, and may construct, erect and secure the necessary foundations and other structures which may be required for operating and maintaining such road, or connecting the same with another, and to acquire, in the manner provided by law, such lands or rights or easements in lands along its route, upon, over or beneath the surface thereof as may be necessary for the construction of its road and making such connections. Where such road runs underneath the ground, at such depth as to enable the corporation to tunnel the same, such tunnel shall be so built and at all times kept in such condition as to make the surface of the ground above the same and in the neighborhood thereof firm and safe for buildings and other erections thereon, and if surface exca- vations are made the surface shall be restored to its former condition as soon as can be done, except so far as may be actually required for ventilation of the tunnel beneath the same or access thereto. Such road or any part of it may be built within the limits of any city or incorporated village of this state, and run by means of a tunnel underneath any of the streets, roads or public places thereof, pro- Tonnet RariRoaps. 815 The Railroad Law, § 16. vided such corporation shall before constructing the same under- neath any such street, road or public place, have obtained the con- sent of the owners of one-half in value of the property bounded on the line of such street, road or public place, and the consent of the board of trustees of the village, by a resolution adopted at a-regular meeting and entered on the records of the board, or of the proper authorities of the city having control of such streets, roads or public places. If the consent of such property owners can not be obtained, the general term of the supreme court in the district in which said city or village or any part thereof is situated, may upon application appoint three commissioners, who shall determine, after a hearing of all parties interested, whether such railroad ought to be built underneath such streets, roads or public places, or any of them, and in what manner the same may be so built with the least damage to the surface and to the use of the surface by the public and the determination of the commissioners confirmed by the court may be taken in lieu of the consent of the property owners. All railroad corporations constructing their road under this section shall be sub- ject to all the provisions of this chapter applicable thereto. Any other railroad corporation may connect its road therewith, at such points or places as it may elect, and where such connections shall be made by connecting roads, the railroad corporations owning such roads shall build, at their joint expense, and for their joint use, such passenger and freight depots, and other accommodations for handling passengers and freight, as may be required for the con- venience of the public. All railroad corporations, constructing any tunnel under this section shall be liable to any person or corporation for all damages which may be sustained by reason of the construc- tion of such tunnel. Whenever it shall be necessary in construct- ing any railroad authorized by this section through any city or incorporated village, to alter the position or course of any sewer, or water or gas pipes, it shall be done at the expense of the railroad corporation under the direction of the department or corporation having charge thereof, so as not to interfere with such work. In all cases the uses of streets, docks and lands beneath which such railroad is constructed, and on the route thereof and the right of way beneath the same, for the purpose of such railroad shall be con- sidered, and is hereby declared, a public use, consistent with and one of the uses for which streets and docks are publicly held. No public park or square in any city or village of this state shall be used or occupied by any corporation for any of the purposes of this section, and every road constructed hereunder in or through any 316 Raritroaps 1n Forrtran Countrizs. The Railroad Law, §§ 17, 18. such street or public place shall be wholly under ground and con- structed in a tunnel and not otherwise, but nothing in this section shall operate to revive any charter or franchise heretofore granted by or in the city of Brooklyn. This act does not authorize the construc. tion of any bridge over or across the East or North rivers. (Thus amended by L. 1892, ch. 676; L. 1892, ch. 702; L. 1893, ch. 316.) A railroad proposed to be built and confined exclusively within the limits of a city and under the surface of a street thereof is a street rail- way within the meaning of the State Constitution, article 3, section 18, (In re N. Y. Dist. R. Co., 107 N. Y., 42.) As applied to such a railroad a provision that the determination of commissioners may be taken in lieu of the consent of city authorities is unconstitutional. (Id.; see, also, In re Broadway Underg’d Ry. Co., 23 Hun, 693.) § 17. Railroads in other countries. —- A railroad corpora- tion may be formed under this chapter for the purpose of constructing, maintaining and operating in any foreign country a railroad for pub- lic use in the transportation of persons and property, or for the pur- pose of maintaining and operating therein any railroad already constructed, in whole or in part, for the like public use, and of con- structing, maintaining and operating, in connection therewith, tele- graph lines and lines of steamboats or sailing vessels. Any corporation formed for the construction and operation of a railroad by stationary power, may construct, operate and maintain a railroad in any other state or country, if not in conflict with the laws thereof, but the assent of the inventors or patentees of the method of propulsion used must be first obtained in the same manner and to the same extent as would be necessary within the United States. The term “ foreign” in this and the next two sections of this law shall include Porto Rico. (Thus amended by L. 1892, ch. 676; L. 1902, ch. 225.) For form of certificate of incorporation, see post, form No. 109. Rts last sentence, relating to Porto Rico, was added by the amendment of 1902. Section 59 of this law, requiring the consent of the railroad commisston- ers for the construction of railroads, was probably not intended to apply to railroads contemplated by the foregoing section. Such a corporation is not liable in this State for an injury occurring in another State. (Whitford v. Panama R. R. Co., 23 N. Y., 465; see, also, 30 Barb., 99; 126 N. Y., 10; 112 N. Y., 315; 77 N. Y., 546.) § 18. Additional corporate powers ofsuch road. — The cor- poration specified in the preceding section shall have the following additional powers: 1. To expend money in making preliminary examinations and surveys for its proposed railroad, telegraph lines, and lines of steam- Raitroaps in Foreign Counrates. 317 The Railroad Law, § 18. boats and sailing vessels, and in acquiring from foreign countries, nations or governments, the grants, concessions and _ privileges herein authorized. 2. To take and receive from foreign countries, nations and gov- ernments, such grants, concessions or privileges, for the construc- tion, acquisition, maintenance and operation of railroads, telegraph lines and vessels, as may be consistent with the purposes of the corporation, and as may be granted and conceded to it, and to hold the same under such restrictions and with such duties and liabili- ties as may be fixed by the laws of such foreign country, nation or government, or as may be annexed to such grants or concessions. 3. To construct, acquire, maintain and operate the lines of rail- road, telegraph and shipping provided for by its certificate of incor- poration, and to take and hold by purchase or by voluntary grant such real estate and other property in foreign countries as may be necessary and convenient for the construction, maintenance and accommodation of such lines, and to sell, convey, mortgage or lease such real estate or other property; and to acquire by purchase or otherwise any railroad or lines of telegraph constructed or in pro- cess of construction in any foreign country, and any grants, conces- sions, franchises, rights, privileges and immunities relating thereto, and to issue therefor the capital stock of the company or any part thereof at such valuation or valuations and on such terms as may be agreed upon, and to mortgage or sell and convey such railroad or lines of telegraph constructed or in process of construction in any foreign country, and any grants, concessions, franchises, rights, privileges and immunities relating thereto, or any part of its prop- erty to any person or corporation created by this or any other state or foreign government, subject to the laws of the country or coun- tries where such property may be, and the power of sale hereby granted shall be exercised only by a majority of the entire board of directors of the corporation, with the written concurrence of the holders of two-thirds in amount of its capital stock. 4. To take and convey persons and property on its transporta- tion lines by the power or force of steam or of animals, or by mechanical or other power, and receive compensation therefor sub- ject to the laws of the place or country where the same are situated. 5. To acquire and use such real estate and other property in this state as may be necessary in the conduct of its business, but the value of such real estate held at any one time shall not exceed the sum of one million dollars. (Thus amended by L. 1897, ch. 504.) 318 RaiiRoaps oF INDIVIDUALS, ETC. The Railroad Law, §§ 19, 20, 21. § 19. Location of principal office of such road.—Every such corporation shall maintain its principal office within this state and shall have during business hours, an officer or agent upon whom service of process may be made, and shall hold in this state at least one meeting of the stockholders in each year for the choice of direc- tors, which shall be known as the annual meeting and be held at the time and place fixed by the by-laws of the corporation. (Thus amended by L. 1892, ch. 676.) § 20. Individual, joint-stock association, or other cor- poration may lay down and maintain railroad tracks in certain cases.—Any individual, joint-sto-k association or corpo- ration, engaged in any lawful business in this state, may, except in any city of the state, lay down and maintain such railroad tracks on or across any street or highway, not exceeding three miles in length, as shall be necessary for the transaction of its business, and to connect any place of business owned by them with the track of any railroad corporation, and render such place of business more accessible to the public, upon obtaining the written consent of the owners of all the lands bounded on and of the local authorities having control of that portion of the street or highway, upon which it is proposed to construct or operate such railroad. If the consent of such property owners cannot be obtained, the general term of the supreme court of the department in which such railroad is to be constructed, may upon application, appoint three commissioners, who shall determine, after a hearing of all parties interested, whether such railroad ought to be constructed or operated, and the amount of damages, if any, to be paid to such property owners, and their determination confirmed by the court may be taken in lieu of the consent of the property owners. But no such railroad shall be so located, graded, built or operated as to interfere with or obstruct the traveled part of any highway, or its use as a highway, or the use of any street or highway intersecting the same. § 21. Powers of electric light and power corporations.— Whenever all of the stockholders of any domestic electric light and power company, incorporated under a general or special law, hav- ing not less than five stockholders, and actually engaged in carry- ing on business in this state, shall execute and file, in the offices in which its original certificates of incorporation are filed, an amended certificate of incorporation, complying in every other Powers or Erecrrio Ligut Corporations. 319 The Railroad Law, § 21. respect than as to the number of signers and directors, who shall. not be less than five, with the provisions of the railroad law, and in which certificate the corporate name of such corporation shall be amended by adding: before the word “company,” in its corporate! name, the words, “and railroad,” or the words, “railroad and land,”’ such corporation shall have the right to build, maintain and operate by electricity as a motive power, a railroad or rail- roads, not exceeding twenty-five miles in length, and within that distance from the power station, and shall also have the right to acquire the property and franchises of a railroad company or com- panies owning such a railroad or railroads, already constructed, and so operated, and to maintain and operate the same, provided that the directors of such railroad company or companies and all of its or their stockholders shall first have assented in writing to the transfer of the property and franchises of such railroad com- pany or companies, to such corporation; in which event and by the filing of such assent of directors and stockholders in the offices where the certificates of incorporation of the railroad company or companies were required to be filed, the rights, property and fran- chises of such railroad company or companies shall be transferred to, and shall vest in such corporation, and such corporation so acquiring such railroad or railroads shall be subject to all the pro- visions of chapter thirty-nine of the general laws with respect to the railroad property or properties and franchises, and shall have all the powers, rights and privileges conferred by said chapter upon railroad corporations; provided that no such corporation shall construct any railroad which is in whole or in part a street surface railroad without complying with the provisions of article four of the railroad law. Upon filing such certificate, such cor- poration shall also have the right to acquire by gift or by volun- tary purchase and sale, land not exceeding two thousand acres along the line of, or contiguous to, said railroad, and to hold improve, lease or sell same. Whenever any such corporation shall furnish power to any water-works corporation carrying on its busi- ness in the county, or in a county adjoining that in which the opera- tions of such corporation are carried on, it may acquire the shares of the capital stock of said water-works corporation, and, if such corporation shall become the owner of all the stock of said water- works corporation, it may, on executing and filing a certificate in accordance with the requirements of section fifty-eight of the stock 320 Summer Roaps. The Railroad Law, §§ 21, 22. corporations law, become possessed of all the estate, rights, prop- erty, privileges and franchises of such water-works corporation, with the effect provided in said section fifty-eight. This section shall not confer any powers upon any corporation located in, or authorize the construction, maintenance or operation of a railroad in a city of the first or second class, except in that part of any city of the first class which is or may be situate in a county of less than one hundred thousand inhabitants, according to the last preceding enumeration for the national census. (Thus amended by L. i892, ch. 676; L. 1894, ch. 648; L. 1898, ch. 170; L. 1901, ch. 731.) § 21. Certain railroads need operate in summer only; rate of fare.— Any corporation, whose railroad is or shall be not longer than sixteen miles and is or shall be in large part in- tended for or used in summer travel for the convenience of sum- mer sojourners, need not operate its road beyond the months of June, July, August and September, inclusive. The motive power may be electricity. If the road be not longer than ten miles, such corporation may fix and collect fare for transporting each pas- senger, together with ordinary baggage, if any, not to exceed fifteen cents for each mile and fraction thereof. (New, added by L. 1892, ch. 700.) The foregoing section was enacted with the same number as the section next preceding it. See section 55 of this law, which also relates to the operation of certain roads in the summer. § 22. Substituted lines in cases of eminent domain.— Where a portion of a steam surface railroad, or branch thereof, shall be specifically authorized by statute to be taken for any other public use, and such portion lies wholly outside of any city, any corporation owning or operating such portion may locate, as pro- vided in section six of this article, and may construct and operate, in substitution for such portion, and with proper connections with the former line, a new line of steam surface railroad, wholly or partly in the same or any adjoining county, and wholly outside of any city, and not exceeding twenty-five miles in length, in the manner, with the powers and subject to the limitations and require- ments provided in this chapter with respect to steam surface rail- roads. New section added by L. 1898, ch. 656. Unavruorizep Dzsts. 321 The Railroad Law, § 28. § 23. Unauthorized debts and overissue of bonds.— Sec- tion twenty-four of the stock corporation law does not apply to a railroad corporation. (New section, added by L. 1898, ch. 80.) Article 1 of this law terminates with section 23 above, and the next article begins with section 30. The gap in section numbering between articles was provided for so as to allow for internal enlargement of each law by adding new provisions with new section numbers, but the legis- lature has not paid close attention to this excellent arrangement, as is evidenced by the numerous independent statutes in relation to railroads. See miscellaneous railroad laws, post. 21 ' 322 Construction, OPERATION AND MaNaGEMENT. The Railroad Law. ARTICLE II. Construction, OrrraTiIon anD ManaGeMEnt, SEcTIon 30. 31. 32. 33. 34, 35. 36. 37. 38, 39. 40. -41, 42. 43, 44, 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 59a. 59b. 60. Liability of corporation to employes of contractor, Weight of rail. Fences, farm-crossings and cattle-guards. Sign-boards and flagmen at crossings. Notice of starting trains; no preferences, Accommodation of connecting roads. Locomotives must stop at grade crossings. Rates of fare. Legislature may alter or reduce fare, Penalty for excessive fare. Passengers refusing to pay fare may be ejected. Extra fare for sleeping car. Persons employed as drivers, conductors, motormen or gripmen. Conductors and employes must wear badges. Checks for baggage. Penalties for injury to baggage. Unclaimed freight and baggage. Tickets and checks for connecting steamboats, Rights and liabilities as common carriers. Duties imposed. . Switches. Warning signals. Guard posts. Automatic couplers. Automatic or other safety brake. Tools in passenger cars. . Water. Railroad Commissioners may approve other safeguards Use of stoves or furnaces prohibited. Canada thistles to be cut. Riding on platform ; walking along track. Corporations may establish ferries. Certain railroads may cease operations in winter. Mails. Corporations must make annual report. When conductors and brakemen may be policemen. Requisites to exercise of powers of future railroad corpo rations. Railroad commissioners may certify part of route of & street surface railroad. Power to revoke certificates. Street surface railroad extension. Roads in Saratoga and Washington counties. (Public crossings at grade to be avoided.)* Aan Pf & bd bt *In all the etatntes prepared by the commissioners of statutory revision a head-note has been prized to each section, but fie loglelature in adding sections 60 to 69, both incluaive, to the ‘hi road Law by L. 1897, ch. 754, neglected to follow is practice, therefore, the author of thi work hag inserted head-notes to said ne i fe f symmetry an venience of lawyers. en Rese na ine See Ite ae ee Lianitrry to Emptoyzs or Contractors. 823. The Railroad Law, § 30. Secrion 61. (Manner of constructing new streets, highways, étc., across steam surface railroads.) 62, (Alteration in manner of crossing highways; hearing before Railroad Commissioners.) 68. (Acquisition of property for new highway crossing.) 64, (Highway bridges over railroads ; maintenance thereof.) 65. (Expense of railroad and highway crossings.) 66. (Proceedings by Railroad Commissioners for alteration of grade crossings.) 67. (Compliance with recommendations of Railroad Commis- sioners; how enforced.) 67a. (Expense; how paid.) 68. (Street surface railroads crossing steam railroads.) 69. (Application of sections 60-68.) § 30. Liability of corporation to employes of contract- ors.—An action may be maintained against any railroad corporation by any laborer for the amount due him from any contractor for the construction of any part of its road, for ninety or any less num- ber of days’ labor performed by him in constructing such road, if within twenty days thereafter a written notice shall have been served upon the corporation, and the action shall have been com- menced after the expiration of ten days and within six months after the service of such notice, which shall contain a statement of the month and particular days upon which the labor was performed and for which it was unpaid, the price per day, the amount due, the name of the contractor from whom due, and the section upon which performed, and shall be signed by the laborer or his attorney and verified by him to the effect that of his own knowledge the statements contained in it are true. The notice shall be served by delivering the same to an engineer, agent or superintendent having charge of the section of the road upon which the labor was pet- formed, personally, or by leaving it at his office or usual place of business with some person of suitable age or discretion; and if the corporation has no such agent, engineer or superintendent, or in case he can not be found and has no place of business open, service may in like manner be made on any officer or director of the corporation. The words “laborer and labor” are used in the ordinary and usual sense, and imply the personal service and work of the individual designed to bé protected. One who contracts for and furnishes the labor and Services of others is not included, nor is one who contracts for and fur- Nishes 4 team or teams for work, whether with or without his own setvices. (Balch v. N. Y. & O. M. R. R. Co., 46 N. Y., 521; Cummings v. Same, 1 Lans., 68; see, also, More v. Taylor, 42 Hun, 45.) The term “ contractor” also includes a sub-contractor. (Kent v. N. ¥. C. RB. R. Co., 12 N. ¥., 628.) 324 Werteut or Ratt; Fences, Farm-crossinas, Etc. The Railroad Law, §§ 31, 32. ——— A notice served within twenty days after the completion of the number of days for which pay is claimed is in time. (Chapman v. U. & B. R. R, R. Co., 4 Lans., 96.) § 31. Weight of rail—The rail used in the construction or the relaying of the track of every railroad hereafter built or relaid in whole or in part shall be of iron or steel, weighing not less than twenty-five pounds to the lineal yard on narrow-gauge roads, and on al] other roads not less than fifty-six pounds to the lineal yard ou grades of one hundred and ten feet to the mile or under, and not less than seventy pounds to the lineal yard on grades of over one hundred and ten feet to the mile, except for turnouts, sidings and switches. § 32. Fences,* farm crossings and cattle-guards,—Every railroad corporation, and any lessee or other person in possession of its road, shall, before the lines of its road are opened for use, and so soon as it has acquired the right of way for its roadway erect and thereafter maintain fences on the sides of its road of height and strength sufficient to prevent cattle, horses, sheep and hogs from going upon its road from the adjacent lands with farm crossings and openings with gates therein at such farm crossings whenever and wherever reasonably necessary for the use of the owners and occu- pants of the adjoining lands, and shall construct where not already done, and hereafter maintain, cattle-guards at all road crossings, *Chapter 755, Laws of 1894, regulating the use of barbed wire fences, has been repealed by Laws of 1896, chapter 524, which adds a new section to the Town Law, the text of which is as follows, to wit: § 109. UsE OF BARBED WIRE IN THE CONSTRUCTION OF DIVISION FENCES.— Barbed wire may be used in the construction of any division fence, pro- vided, however, that the person or corporation desiring to use such mate- rial shall first obtain from the owner of the adjoining property his written consent that it may be so used. If the owner of the adjoining property refuses to consent to the building of such a fence, it may nevertheless be built in the following manner: The fence shall be of four strands of wire with a sufficient bar of wood at the top ; and the size of such top bars and of the posts and supports of such fence, and their distances apart, shall be such as the fence viewers of the town may prescribe. Whenever such fence shall become so out of repair as to be unsafe, it shall be the duty of the owner or owners to immediately repair the same. But any person building such a fence without the written consent of the owner of the adjoining property, shall be liable to all damages that may pe occa- sioned by reason of such fence. But this section shall not be so constrned as to permit railroad corporations to use barbed wire in the construction of fences along their lines contrary to the provisions of section thirty-two of the railroad law. Fences, Farm-crossines AND CATTLE-GUARDS. 325 The Railroad Law, § 32. suitable and sufficient to prevent cattle, horses, sheep and hogs from going upon its railroad. So long as such fences are not made, or are not in good repair, the corporation, its lessee or other person in possession of its road, shall be liable for all damages done by their agents or engines or cars to any domestic animals thereon. When made and in good repair, they shall not be liable for any such dam- ages, unless negligently or willfully done. A sufficient post and wire fence of requisite height shall be deemed a lawful fence within the provisions of this section, but barbed wire shall not be used in its construction. No railroad need be fenced, when not necessary to prevent horses, cattle, sheep and hogs from going upon its tracks from the adjoin- ing lands. Every adjoining land owner, who, or whose grantor, has received compensation for fencing the line of land taken for a railroad, and has agreed to build and maintain a lawful fence along such line, shall build and maintain such fence. If such owner, his heir or assign shall not build such fence, or if built, shall neglect to maintain the same during the period of thirty days after he has been notified so to do by the railroad corporation, such corporation, shall thereafter build and maintain such fence, and may recover of the person neglecting to build and maintain it the expense thereof. And when such railroad shall cross timbered or forest lands, the company shall construct and maintain suitable and sufficient cross- ings, whenever and wherever reasonably necessary to enable the respective owners of said lands, to transport logs, timber and lumber for manufacture or sale, or for banking on any stream, to be floated or driven down the same. In case of any neglect or dispute the supreme court may by mandamus or other appropriate proceedings, compel the same, and also fix the point or location of any such crossing. (Thus amended by L. 1891, ch. 367; L. 1892, ch. 676.) Where a railroad corporation has once constructed a proper gate at a farm crossing, and the gate, by lapse of time, has become, to the knowl- edge of the abutting land owner, difficult to fasten, it is a question for the jury whether the owner should not have readjusted the fastenings to pre- vent his horse escaping upon the track. (Magilton v. N. Y. C. & H. R. R. R. Co., 11 App. Div., 373.) In an action for damages against a railroad for injuries to a horse, Tesulting from a failure to maintain fences, the plaintiff cannot recover merely upon proof that the defendant ran a train over the road, it appear- ing that the railroad belonged to another company, and there being no proof that the defendant was a lessee, or authorized to hold possession. (Edwards v. Buffalo, Rochester & Pittsburg Ry. Co., 8 App. Div., 390; Thome y, Lehigh Valley Ry. Co., 88 Hun, 141.) 326 Fences, Farm-crossines aND CATTLE-GUARDS, The Railroad Law, § 32. A railroad company does not maintain a fence if it knowingly permits g barway in it to remain open for a long period. (Connolly v. Central Ver. mont R. R. Co., 4 App. Div., 221.) After rendition of a judgment requiring a railroad company to construct a farm crossing it came into possession of a receiver. Held, that it wag no defense that the receiver had no means with which to comply with the requirements of the judgment. (Peckham vy. Dutchess County R. R. Co., 81 Hun, 399; J. K. O. Sherwood, as Receiver, 145 N. Y., 385.) A wire riven fence having a tooth edge is not a barbed wire fence, (Stisser v. N. Y. C. & H. R. R. R. Co., 32 App. Div., 98.) Trains may pass over a country railroad crossing at any speed, but must give adequate signals of their approach. (Hunt v. Fitchburg R. R. Co., 22 App. Div., 212.) Experts cannot give opinions as to whether a wire fence was sufficient when a complete description of the construction and condition of such fence has been given upon the trial. (Green v. Hornellsville & Canisteo Ry. Co., 24 App. Div., 434.) A railroad company is not required to give any warning of the approach of its trains at a private crossing. (Burk v. D. & H. C. Co., 86 Hun, 519, distg. Byrne v. N. Y. C. & H. R. R. R. Co., 104 N. Y., 362.) An award, in proceedings to condemn lands for railroad purposes, to the owner of a farm crossed by the track of the railroad, does not extin- guish the owner’s right to compel the railroad company to construct proper crossings. (Beardsley v. Lehigh Valley Ry. Co., 142 N. Y., 173, aff’g 62 Hun, 502.) The owner of lands crossed by a railroad js not confined to an action for damages for a failure on the part of the corpoxation to erect and maintain fences. He may enforce the performance of this duty by an equitable action. (Jones v. Seligman, 81 N. Y., 190; Wademan v. A. & 8. R. R. Co., 51 N. Y., 568; Haynes v. B., N. Y. & P. R. R. Co., 38 Hun, 17; Leggett v. Rome, W. & O. R. R. Co., 41 Hun, 80; Thomas v. Utica & B. R. R. R. Co., 97 N. Y., 245; Smith v. N. Y. & O. M. R. R. Co., 63 N. Y., 58) Vacant lots fronting upon tracks through village streets must be fenced. (Crawford v. N. Y. C. & H. R. R. R. Co., 18 Hun, 108.) The defendant is not relieved because the land on both sides of its track is occupied by tracks of other companies. (Kelver v. N. Y. C. & St. L. R. R. Co., 126 N. Y., 365. See, also, Buf. Stone & Cement Co. v. D. L. & W. R. Co., 130 N. Y., 152.) These provisions apply to a foreign corporation, even if it be a lessee. (130 N. Y., 152, supra; Purdy v. N. Y. & N. H. R. R. Co., 61 N. Y., 353.) A conveyance in fee of a right of way, without a reservation, is not 4 release of the obligation to erect and maintain fences. (63 N. Y., 58 above; 51 N. Y., 568, above; Clarke v. R. L. & N. F. B. R. Co., 18 Barb. 350.) Companies for whose use a railroad has been built by another corpora- tion are liable. (Tracy v. T. & B. R. R. Co., 38 N. Y., 433.) A defendant is not relieved where the train itself was operated by another company. (Dolan v. N. D. & C. R. R. Co., 120 N. Y., 571.) The opening gates oF SteNBoaRDS AND FLAgGMEN. 327 ‘The Railroad Law, § 33. bars are for the use of the adjoining land owner. (Spinner v. N. Y. C. & H. R. R. R. Co., 67 N. Y., 153.) He must close the gate after using it. (Diamond Brick Co. v. N. Y. C. & H. R. R. R. Co., 58 Hun, 396; 28 St Rep., 95.) The corporation may determine the location of the crossing, which should be convenient and suitable. (130 N. Y., 152, above; 51 N. Y., 568, above.) As to cattle guards, see Bradley v. Buf., N. Y. & H. R. R. Co., 34 N. Y., 427; Hyatt v. N. Y., L. E. & W. R. R. Co., 64 Hun, 542; 38 N. Y., supra; Brooks v. N. Y. & E. R. R. Co., 18 Barb., 594; Brace v. N. Y. C. R. R. Co., 27 N. Y., 269; Clarke v. R. L. & N. F. R. BR. Co., 18 Barb., 350. A Virginia rail fence is a proper one. (Ferris v. Van Buskirk, 18 Barb., 397.) As to barbed wire. (Rehler v. West. N. Y. & P. R. R. Co., 28 St. Rep., 311;8N. Y., Supp., 286.) Height of fence. (Leyden v. N. Y. C. & H. BR. R. R. Co., 55 Hun, 114.) After fences and guards are duly made and maintained the liability for damages ceases unless negligently or willfully done. (Boyle v. N. Y., L. BE. & W. R. R. Co., 39 Hun, 171; Corwin v. N. Y. & EB. R. R. Co., 13 N, Y., 42; Hance v. C. & S. R. R. Co., 26 N. Y., 428; White v. U. & B. R. R. R. Co., 15 Hun, 333; Brady v. R. & S. R. R. Co., 1 Hun, 378.) The lia- bility extends to cattle of others than adjoining owners. (13 N. Y., 42 above.) But not to injuries which the cattle cause to themselves by stay- ing on the track. (Knight v. N. Y., L. E. & W. R. R. Co., 99 N. Y., 25; 13 Barb., 594, above.) This section not applicable to fences to protect persons traveling on a highway. (Ditchett v. Spuy. Duyv. & P. M. R. R. Co., 67 N. Y., 425; Prendegast v. N. Y. C. & H. R. R. R. Co., 58 N. Y., 652.) Liability for injuries when the fence is out of repair. (Hodge v. N. Y. C. & H.R. R. R. Co., 27 Hun, 394; Murray v. N. Y. C. R. R. Co., 4 Keyes, 274; Wheeler v. E. Ry. Co., 2 T. & C., 684; Morrison v. N. Y. & N. H. R. R. Co., 32 Barb., 568; Munch v. N. Y. ©. R. R. Co., 29 Barb., 647; McGuire v. O. & L. C. R. R. Co., 44 St. Rep., 348; Polly v. N. Y. C. R. R. Co., 16 N. Y., 476; Potter v. N. Y. C. & H. R. R. R. Co., 60 Hun, 313; Klock v. Same, 62 Hun, 291.) The corporation is liable for injuries to passengers and employes upon a failure to comply. (Donnegan v. Erhardt, 119 N. Y., 468; see, also, Dolan v. N., D. & C. R. R. Co., 120 N. Y., 571; Langlois v. B., R. & P. R. R. Co., 19 Barb., 364.) An adjoining land owner who has covenanted to maintain fences cannot recover from the company for his own failure. (Talmadge v. R. & S. R. R. Co., 18 Barb., 498; Duffy v. N. Y. & H. R. R. Co., 2 Hilt., 496; Tombs v. Roch. & S. R. R. Co., 18 Barb., 588; Terry v. N. ¥. C. R. R. Co., 22 Barb., 574; see, also, Shepard v. N. Y. & HE. R. R. Co., 35 N. Y., 641.) § 33. Signboards and flagmen at crossing’s.— Every rail- ‘oad corporation shall cause a sign board to be placed, well sup- ported and constantly maintained, at every crossing where its road is crossed by a public highway at grade. Such sign board shall be of a shape and design to be approved by the boarc of railroad com- 328 SIGNBOARDS AND FLAGMEN. The Railroad Law, § 33. missioners, and shall have suitable words painted thereon to warm travelers of the existence of such grade crossing. The board of railroad commissioners shall have power to prescribe the location and elevation of such sign and the words of warning thereon. The commission may dispense with the use of such sign boards at such crossings as they may designate in cities and villages. At any point where a railroad crosses a street, highway, turnpike, plank- road, or traveled way at grade, or where a steam railroad crosses a horse railroad at grade, and the corporation owning or operating such railroad, refuses, upon request of the local authorities, to station a flagman or erect gates, to be opened and closed when an engine or train passes, the supreme court or the county court, may, upon the application of the local authorities and upon ten days’ notice to the corporation, order that a flagman be stationed at such point, or that gates shall be erected thereat, and that a person be stationed to open and close them when an engine or train passes, or may make such other order respecting the same as it deems proper. Whenever the crossing by a railroad at grade of the streets, highways, turnpike, plank-roads, or traveled ways of any village or city, having a population by the last state or federal enumeration of less than fifty thousand, shall be protected by gates with persons to open and close the same, when an engine or train passes, the local authorities of the city or village shall not impose any limitation, less than forty miles an hour, on the rate of speed at which such engine or train shall be run, or enforce any existing limitation upon such rate of speed, less than forty miles an hour. (Thus amended by L. 1892, ch. 676; L. 1901, ch. 301.) While there is no longer any statutory requirement that railroad com- panies shall give notice of the approach of a train to a highway crossing by the ringing of a bell or the blowing of a whistle, yet such companies are not absolved from the obligations to give such a warning as will afford reasonable notice to one approaching the crossing. (Durkee v. D. & H.C. Co., 88 Hun, 471.) The negligence of a railway company does not relieve a traveler on a highway from the exercise of care in looking and listening before crossing the tracks in order to escape the danger of moving trains. (Miller v. \. Y.C. & H.R. R. R. Co., 82 Hun, 164.) Provision not unconstitutional as a delegation of legislative power to the judges. (People v. L. I. R. R. Co., 58 Hun, 412; aff’d, 134 N. Y., 506.) Before negligence to erect gates can be imputed, an order must be obtained. (Daniels v. Staten I. R. T. Co., 125 N. Y., 407.) For other cases construing section, see Kane y. N. Y., N. H. & H.R. B. Co., 132 N. Y., 160; Rodrian v. Same, 125 N. Y., 526; Oldenburg v. N. Y- Cc. & H. R. R. R. Co., 124 N. Y., 414; Palmer v. Same, 112 N. Y., 234 Notice or SrartTine or TRAINS. 329 The Railroad Law, § 34. Haywood v. Same, 35 St. Rep., 145; aff’d, 128 N. Y., 596; Glushing v. Sharp, 96 N. Y., 676. See, also, Edgerley v. L. I. R. R. Co., 46 App. Div., 284; Henn v. L. I. R. R. Co., 51 App. Div., 292. § 34. Notice of starting trains; no preferences.— Every railroad corporation shall start and run its cars for the transporta- tion of passengers and property at regular times, to be fixed by public notice, and shall furnish sufficient accommodations for the transportation of all passengers and property which shall be offered for transportation at the place of starting, within a reasonable time previously thereto, and at the junctions of other railroads, and at the usual stopping places established for receiving and discharging way passengers and freight for that train; and shall take, transport and discharge such passengers and property at, from and to, such places, on the due payment of the fare or freight legally authorized therefor. No station established by any railroad corporation for the reception or delivery of passengers or property, or both, shall be discontinued without the consent of the board of railroad com- missioners first had and obtained. No preference for the transac- tion of the business of a common carrier upon its cars, or in its depots or buildings, or upon its grounds, shall be granted by any railroad corporation to any one of two or more persons, associations or corporations competing in the same business, or in the business of transporting property for themselves or others. Any such sta- tion in an incorporated village shall have the same name as the village; if any road shall have more than one such station in any such village the station nearest the geographical center thereof shall have such name. (Thus amended by L. 1892, ch. 676.) The railroad commissioners have no power to enforce or set aside con- tracts, but may receive in evidence, in a contested proceeding for discon- tinuance of a station, a contract between citizens and the railroad com- pany under which subscriptions for a station were paid in consideration of a company’s stopping its trains there. (People ex rel. Loughran v. Rail- road Commissioners, 158 N. Y., 421, aff’g 32 App. Div., 158.) Proceedings of the railroad commissioners in consenting to the discon- tinuance of a station, are subject to review by certiorari. (People ex rel. Loughran v. Railroad Commissioners, 158 N. Y., 421, aff’g 32 App. Div., 158.) Where a passenger is carried past the station and the train is stopped on a steep embankment and the passenger, in alighting, slides down the embankment and is injured, a proper case is presented for a jury. (Minor v. Lehigh Valley R. R. Co., 21 App. Div., 307.) The provisions of this section do not authorize a rival steamboat com- 330 Connecting Roaps. ‘The Railroad Law, § 35. pany to occupy the terminal facilities of a railroad company upon the same terms as those enjoyed by another steamboat company, with which the railroad company has contractual relations. (Alexandria Bay Steam- boat Co. v. N. ¥. C. & H. R. R. R. Co., 18 App. Div., 527.) A contract, by which for a valuable consideration a railroad company gives to a hackman the exclusive privilege of carrying away from its station incoming passengers, is valid. (N. Y. C. & H. R. R. R. Co. v. War. ren, 31 Misc., 571.) It is the duty of railroads to have announced on board a train its arrival at a station and to keep it at a station until passengers have sufficient time to alight. (Mahar v. N. Y. C. & H. R. R. R. Co., 5 App. Div., 22.) A railroad company receiving perishable property for transportation is bound to forward it immediately to its destination. (Cartwright v. Rome, W. & O. R. R. Co., 85 Hun, 517.) Assuming that the business of a common hackman comes under the general definition of a common carrier, it does not come wifhin the pro- tection of this section. (Brown v. N. ¥Y. C. & H. R. R. R. Co., 75 Hun, 355.) A contract between a railroad company and a coach company whereby the latter, for a valuable consideration, was given the exclusive right to have agents upon trains of the former was not against public policy. (Id.) Neglect to run trains at regular intervals for five days not sufficient to forfeit corporate rights. Under Code of Civil Procedure, section 1785, non-user for a year is necessary. (People v. Atl. Ave. R. R. Co., 125 N. Y., 513; People v. B’dway R. R. Co. of Brooklyn, 126 N. Y., 29.) A company may be compelled by mandamus to perform its duty as a common carrier. (People v. N. Y. C. & H. R. R. R. Co., 28 Hun, 543.) But damages for a wrongful refusal to receive and transport goods are recoverable by an action at law. (People ex rel. Ohlen v. N. Y., L. E.& W. R. R. Co., 22 Hun, 533; People ex rel. Walker v. Babcock, 16 Hun, 313.) As to reasonable stops at stations, see Flanagan v. N. Y., N. H. & H. R. R. Co., 8 N. Y. Supp., 744, 29 St. Rep., 543; aff’d, 125 N. Y., 773; Me- Donald y. Long Isl. R. R. Co., 116 N. Y., 546; Hickenbottom v. D., L. & W. R. R. Co., 122 N. Y., 312; Paulitsch v. N. Y. C. & H. RB. R. R. Co, 102 N. Y., 280. See, also, Tierney v. N. Y. C. & H. R. R. R. Co., 76 N. Y., 305; Wibert v. N. Y. & E. R. R. Co., 12 N. Y., 245; Barney v. Oyster Bay, etc., Co., 67 N. Y., 301; Cary v. C. & T. R. R. Co., 29 Barb., 57; Bissell v. N. Y. C R. R. Co., 25 N. Y., 442. § 35. Accommodation of connecting roads. — Every rail- road corporation whose road, at or near the same place, connects with or is intersected by two or more railroads competing for its business, shall fairly and impartially afford to each of such connect- ing or intersecting roads equal terms of accommodation, privileges and facilities in the transportation of cars, passengers, baggage and freight over and upon its roads, and over and upon their roads, and equal facilities in the interchange and use of passenger, baggage, freight and other cars required to accommodate the business of each GrRapE CRossINGs. 331 The Railroad Law, § 36, road, and in furnishing passage tickets to passengers who may desire to make a continuous trip over any part of its roads and either of such connecting roads. The board of railroad commissioners may, upon application of the corporation owning or operating either of the connecting or intersecting roads, and upon fourteen days’ notice to the corporation owning or operating the other road, pre- scribe such regulations as will secure, in their judgment, the enjoy- ment of equal privileges, accommodations and facilities to such con- necting or intersecting roads as may be required to accommodate the business of each road, and the terms and conditions upon which the same shall be afforded to each road. The decision of the com- missioners shall be binding on the parties for two years, and the supreme court shall have power to compel the performance thereof by attachment, mandamus or otherwise. (See 29 Barb., 36-57.) See section 12 of this law. Three railroads extending through a village, whose rights of way are contiguous for a considerable distance, are intersecting or connecting roads within the meaning of sectons 4, 12 and 35 of this act, as the pro- visions of these sections are not exclusively applicable to cases where the roads cross or intersect each other, it being the intention of the statute to embrace roads whose lines are contiguous or so near each other in villages and cities, that the public interests require that the roads should grant facilities for the interchange of cars, freight and passengers. (N. Y., L. & W. R. R. Co. v. Erie R. R. Co., 31 App. Div., 378.) § 36. Locomotives must stop at grade crossings. — A]l trains and locomotives on railroads crossing each other at grade shall come to a full stop before crossing, not less than two hun- dred or more than eight hundred feet from the crossing, and shall. then cross only when the way is clear and upon a signal from a watchman stationed at the crossing. If the corporations cannot agree-as to the expense of the watchman, it shall be determined by the supreme court, upon motion thereto by either of them. If the corporations disagree as to the precedence of trains, the board of railroad commissioners may, after hearing, upon the applica- tion of either corporation, prescribe rules in relation thereto. The full stop and crossing on signal may be discontinued if the board of railroad commissioners shall decide it to be impracticable, or if, with the approval of the commissioners, an interlocking switch and signal apparatus is adopted and put in operation as* such a cross- ing. The full stop and crossing on signal shall not be required in * So in the original. 332 Rares or Fare. The Railroad Law, § 37. depot yards, or the approaches thereto, if the crossing roads are under lease or subject to the same management or control in the use of tracks. An engineer, violating the foregoing provisions of this section, or any such rule of the railroad commissioners shall be liable to a penalty of one hundred dollars; and any corporation or person operating the railroad, violating any of such provisions or rules shall be liable to a penalty of five hundred dollars. The board of railroad commissioners may, whenever in its judgment the public safety requires the erection of interlocking switch and signal devices at points where steam and street surface railroads intersect at grade, direct the erection of such devices and appor tion the expense of construction, operation and maintenance thereof between the companies affected thereby. No railroad cor- poration, or any officer, agent or employe thereof, shall stop its cars, horses, or locomotives upon a grade crossing of a railroad of another corporation, for the purpose of receiving or delivering pas- sengers or freight, or other purpose, and any person or corpora- tion violating this provision, shall be liable to a penalty of two hundred and fifty dollars. (Thus amended by L. 1898, ch. 466.) On the trial of an action for damages for personal injuries when it is shown that the injury was caused by the failure of the railroad company to comply with section 36, requiring trains to stop at grade crossings, if no negligence is shown to have existed on the part of the plaintiff, it will be assumed that he was free from contributory negligence. (Rowe Vv. N. Y. C. & H. R. R. R. Co., 82 Hun, 153.) § 87. Rates of fare.— Every railway corporation may fix and collect the following rates of fare as compensation to be paid for transporting any passenger and his baggage, not exceeding one hundred and fifty pounds in weight, for each mile or fraction of a mile. 1. Where the motive power is rope or cable, propelled by stationary power, five cents, with right to a minimum fare of ten cents; but if the railroad is less than two miles in length, and over- comes an elevation of five hundred feet or more to the mile, five cents for each one hundred feet of elevation so overcome, and the same rates of fare if the motive power is locomotives, furnished with cogs working into cogs on the railway, and the length of road does not exceed four miles. 2. Ifa road, not incorporated prior to May 15, 1879, and not located in the counties of New York and Kings, or within the limits of any incorporated city, and not more than twenty-five miles Rates or Fare. 333 The Railroad Law, § 37. length, five cents; if over twenty-five and not more than forty miles, four cents; and if over forty miles, three cents. Where by the lay- ing down of a third rail upon a railroad of the ordinary gauge, a narrow-gauge track is created and used for the transportation of passengers, and the length of road does not exceed six miles, includ- ing any connecting road of the same gauge, such railroad, for the purpose of fare, shall be deemed a narrow gauge road. 8. If its railroad overcomes an elevation of two hundred feet to the mile, for at least two consecutive miles, and does not exceed twenty miles in length, ten cents; if it overcomes an elevation exceeding three hundred feet to the mile, within a distance of two miles, five cents for each one hundred feet of elevation; and where it overcomes an elevation of more than one thousand feet, within a distance of two miles, seven cents for each one hundred feet of elevation in a mile. 4. If the line of its road does not exceed fifteen miles in length, and does not enter or traverse the limits of any incorporated city, and the distance traveled thereon by the passenger does not exceed one mile, five cents. 5. In all other cases three cents for every such mile or fraction thereof, with a right to a minimum single fare of not less than five cents. This chapter shall not be construed to allow any rate of fare for way passengers greater than two cents per mile to be charged or ,taken over the track or tracks of the railroad known as the New York Central Railroad Company, and the rate of fare for way pas- sengers over the track or tracks of such company shall continue to be two cents per mile and no more, wherever it is restricted to that rate of fare, nor shall any consolidated railroad corporation charge a higher rate of fare for way passengers over the track or tracks of the consolidated line than was allowed by law to be charged by each existing corporation thereon previously to such consolidation. (Thus amended by L. 1892, ch. 676.) A special law authorizing a railroad company to charge fare at the rate of four cents per mile is not affected by this section. (Parker v. Elmira, ©. & N. R. R. Co., 165 N. Y., 274, aff’g 27 App. Div., 383.) The right of a railroad to charge fare at a specified rate, secured to it by special act, 1s a privilege or franchise in the nature of property, alien- able ur transferable by mortgage, and not lost by a transfer of the road. (Parker v. Elmira, C. & N. K. R. Co., 165 N. Y., 274, aff’g 27 App. Div., 383. See, also, Dillon v. Erie R. R. Co., 19 Mise., 116; Johnson v. Hudson R. R. R. Co., 49 N. Y., 455.) 334 Farr; RepuctTion orf. The Railroad Law, § 38. § 38. Legislature may alter or reduce fare. — The legislature may, when any such railroad shall be opened for use, from time to time, alter or reduce the rate of freight, fare or other profits upon such road; but the same shall not, without the con- sent of the corporation, be so reduced as to produce with such profits less than ten per centum per annum on the capital actually expended; nor unless on an examination of the amounts received and expended, to be made by the board of railroad commissioners they shall ascertain that the net income derived by the corporation fzom all sources, for the year then last past, shall have exceeded The provisions of section 37, supra, have been modified by an act entt- tled “An act in relation to the issue of mileage books by railroad corpora- tions,” which reads as follows, to-wit: SEcTion 1. Every railroad corporation operating a railroad in this state, the line or lines of which are more than one hundred miles in length, and which. is authorized by law to charge a maximum fare of more than two cents per mile, and not more than three cents per mile, and which does charge a maximum fare of more than two cents per mile, shall issue mileage books having either five hundred or one thousand coupons at- tached thereto, entitling the holder thereof, upon complying with the conditions hereof, to travel either five hundred or one thousand miles on the line or lines of such railroad, for which the corporation may charge a sum not to exceed two cents per mile. Such mileage books shall be kept for sale by such corporation at every ticket office of such corporation in an incorporated village or city, and any of such books shall be issued immediately upon application therefor. Upon presentation of such mile- age book to a conductor on any train on any line of railroad owned or operated by said railroad corporation, the holder thereof, or any member of his family or firm, or any salesman of his firm, shall be entitled to travel for a number of miles equal to the number of coupons detached by such conductor. Such mileage book shall entitle the holder thereof to the same rights and privileges in respect to the transportation of person and property to which the highest-class ticket issued by such corporation would entitle him. Such mileage books shall be good until all coupons attached thereto have been used. Any railroad corporation which shall refuse to issue a mileage book, as provided by this section, or in violation hereof, to accept such mileage book for transportation, shall forfeit fifty dollars, to be recovered by the party to whom such refusal is made; but no action can be maintained therefor unless commenced within one year after the cause of action accrues. (L. 1895, ch. 1027, as amended by L. 1896, ch. 835, and L. 1897, ch. 484; L. 1898, ch. 577.) This act is unconstitutional as to corporations existing at the time of its enactment, since the statute is an illegal invasion of the property rights of such corporations. (Beardsley vy. N. Y., L. E. & W. R. BR. Co.. 162 N. Y., 230, revsg. 15 App. Div., 251; Lake Shore & M. S. Ry. Fare; Repuction or. 335 The Railroad Law, § 38. an annual income of ten per centum upon the capital of the corpo- ration actually expended. No person shall issue or sell, or offer to sell any passage ticket or instrument giving or purporting to give any right, either absolute or upon any condition or contingency to a passage or conveyance upon any vessel or railway train, or for a berth or stateroom in any vessel unless he is an authorized agent of the owners or consignees of such vessel or of the com- pany running such trains, excepting as allowed by sections six hun- dred and twenty-two and six hundred and twenty-three of the penal code; and no person is deemed an authorized agent of such owners, consignees or company unless he has received a certificate of authority in writing therefor, specifying the name of the com- pany, line, vessel or railway for which he is authorized to act as agent, and the city, town or village, together with the street and street number in which his office is kept for the sale of tickets; and no general passenger agent or other officer of a common carrier whose duty it may be to supply tickets to the agents of said com- mon carrier for sale to the public shall supply tickets for sale to any persons other than such regularly authorized agents or per- sons specified in sections six hundred and twenty-two and six hun- dred and twenty-three of the penal code. (Thus amended by L. 1901, ch. 639.) See, also, Penal Code, §§ 615, 616, 617, 626, post. The provisions of the Penal Code, sections 615, 616, which prohibit and subject to punishment the selling of passage tickets, by any person ex- cept common carriers and their specially authorized agents, are uncon- stitutional in so far as they undertake to prohibit citizens of the State from engaging in the business of brokerage in passage tickets. (People ex rel. Tyroler v. Warden, etc., 157 N. Y., 116, revsg. 26 App. Div., 228.) The foregoing section, prohibiting the sale of railroad tickets by any person except authorized agents, is substantially the same in this par- Co. v. Smith, 173 U. S., 684.) This statute is, however, constitu- tional as to railroad corporations formed subsequent to its en- actment. (Purdy v. Erie R. R. Co. 162 N. Y., 42, aff’g 33 App. Div., 643.) The amendment of 1896, ch. 835, did not increase the bur- dens of railroad corporations, and hence the amendment is constitutional in all cases where the original act would be upheld. (Id.) Statutes relative to mileage books, when limited to railroad transporta- tion wholly within the state, are a valid exercise of the power of the state and are not regulations of interstate commerce. (Purdy v. Brie R. R. Co., 162 N. Y., 42, aff’g 33 App. Div., 643.) See, also, Trolan vy. N. Y. C. & H. R. R. R. Co., 31 App. Div., 320; Wat- son v. N. Y., O. & W. Ry. Co., 24 Misc., 628; Corcoran v. N. Y. C. & H. R. R. R. Co., 25 App. Div.. 479.) 336 Fare; Excessive; RervsaL To Pay, The Railroad Law, §§ 39, 40. ticular as sections 615 and 616 of the Penal Code, and therefore a convie- tion under this section cannot be sustained. (Weil v. Hagan, 35 Misc., 155.) A ticket issued by a railroad company as a family ticket cannot be used by a neighbor under the claim that she is a visitor, even though the ticket permits of its use by visitors of the family. (Odell v. N. Y. ¢. & H. R. R. R. Co., 18 App. Div., 12.) See Buffalo East Side R. R. Co, v. Buffalo Street R. R. Co., 111 N. Y., 132. § 39. Penalty for excessive fare.— Any railroad corpora- tion, which shall ask or receive more than the lawful rate of fare unless such overcharge was made through inadvertence or mis- take, not amounting to gross negligence, shall forfeit fifty dollars, to be recovered with the excess so received by the party paying the same; but no action can be maintained therefor, unless com- menced within one year after the cause of action accrued. The provisions that any railroad corporation, which shall ask or receive more than the lawful rate of fare, shall forfeit fifty dollars, are penal in their nature and are not extended to cases which were not within the legislative intent. (Stewart v. Metropolitan St. Ry. Co., 20 Misc., 605.) Only one penalty of fifty dollars can be recovered for all acts com- mitted prior to the commencement of the action. (Fisher v. N. Y. ©. & H. R. R. R. Co., 46 N. Y., 644; for other cases under this section, see 49 N. Y., 455; 30 N. Y., 505; 26 N. Y., 523; 49 Barb., 330.) ‘A recovery may be had by one paying excessive fare while riding, sim- ply for the purpose of obtaining the penalty. (Fisher v. N. Y. C. & H.R. Rk. R. Co., 46 N. Y., 645.) The penalty is incurred if a conductor exacts a greater fare than is allowed by law, because the passenger had no ticket, unless its ticket office were open at the time of starting, though at mid- night. (Nellis v. N. Y. C. R. R. Co., 30 N. Y., 505; Chase v. Same, 26 N. Y., 523; Porter v. Same, 34 Barb., 353.) An extra fare is permissible on a spur built on land owned by the company and used only during races. (Palm vy. N. Y., N. H. & H.R. R. Co., 42 St. Rep., 219, 17 N. Y. Supp., 471) § 40. Passenger refusing to pay fare may be ejected. — If any passenger shall refuse to pay his fare the conductor of the train, and the servants of the corporation, may put him and his baggage out of the cars, using no unnecessary force, on stopping the train, at any usual stopping place, or near any dwelling house, as the conductor may elect. See Penal Code, sec. 223, subd. 5. A passenger, who, through the mistake of a station agent, boards 4 train which is not scheduled to stop at the place indicated by his eae may be ordered to leave the train at an intermediate stopping place 4” Fare; Rerusat to Pay. 337 The Railroad Law, § 40. the company does not thereby render itself liable to him as for a tortious ejection. (Miller v. King, as Receiver of N. Y., L. BE. & W. R. R. Co., 21 App. Div., 192.) A corporation is liable to him for breach of its contract to carry him to his destination, and his recovery is not necessarily limited to nominal damages, (Id.) Where a commuter mutilates his monthly railroad ticket to such an extent that a collector connected with the railroad inadvertently punches more trips than have actually been made, such commuter, where all the trips have apparently been used and he is ejected from the company’s premises, is not entitled to any recovery against the railroad for an assault or anything except the price of the ticket which he had to buy. (Henly vy. D., L. & W. R. R. Co., 28 Mise., 499, aff’g 27 Misc., 811.) A common carrier is bound by the unauthorized act of a conductor in‘ improperly issuing stopover tickets. (Ray v. Cortland & Homer Trac- tion Co., 19 ‘App. Div., 530.) A railroad company has a right to refuse to allow a person, who is without a ticket, and who is so intoxicated as to be helpless, to enter its passenger car. (Freedon v. N. Y. C. & H. R. R. R. Co., 24 App. Div., 306.) Upon the ejection of a person from a car it is not essential that he should have been violently assaulted to warrant a recovery. (Miller v. King, as Receiver of N. Y., L. E. & W. BR. R. Co., 84 Hun, 308.) A rule of a street car company in a large city, requiring its conductors to furnish change to passengers to the amount of two dollars, is reason- able; and a tender, by a passenger, of five dollars to be changed for a five- cent fare is unreasonable and need not be accepted. (Barker v. Central Park, North & East R. R. Co., 151 N. Y., 237.) The fact that the conductor of the first train took up the wrong coupon of an excursion ticket does not render the carrier liable for a refusal by the conductor of the return train to accept the other coupon and his ejec- tion of the passenger unless the latter started on the return trip in ignor- ance of the other conductor’s mistake and such mistake could not have been discovered by the use of ordinary diligence. (Wiggins v. King, as Receiver, 91 Hun, 340.) The fact that a person is a trespasser upon a street car does not law- fully expose him to the use of excessive force or means of ejecting him which are necessarily menacing to his life and limb. (Barber v. Broad- way & Seventh Ave. R. R. Co., 10 Misc., 109.) While it is the duty of a street car conductor to keep the car free of trespassers, and he has the right to put one off, he must do so in a proper manner. (Ansteth v. Buffalo Ry. Co., 9 Misc., 419.) It is a general rule that a carrier of passengers is answerable for all the consequences which may result to a passenger from the willful mis- conduct or negligence of employes, and where a railroad company has undertaken, for a consideration paid, to carry a person to his destination, such person has the right of passage, and as between him and such com- Dany he is at liberty to refuse to repay his fare and to insist upon having his continuous passage. (Muckle v. Roch. Ry. Co., 79 Hun, 32, and numerous cases therein cited.) 22 338 Farr; Rervsat to Pay. The Railroad Law, § 40. Where, in consequence of the refusal of a passenger to pay his fare, the train is stopped for the sole purpose of putting him off, he is not entitled to insist on continuing his trip on paying the fare, but may be removed from the train; but where the train stops at a regular stopping place and the passenger, before being ejected, or others in his behalf, offer to pay the full fare, it is the duty of the conductor to accept it, and if he refuses and ejects the passenger the company is liable. (O’Brien y. N.Y. C. & H. R. R. R. Co., 80 N. Y¥., 236. See, also, 35 Hun, 313; 14 Barb,, 590; 31 Barb., 558.) A passenger for a way station who boards an express train not stop- ping at such station, may be ejected upon refusing to pay fare to the next regular stopping place. (Fink vy. A. & S. R. R. Co., 4 Lans., 147.) The passenger must produce a ticket or pay fare although another conductor has wrongfully taken up his ticket. (Townsend y. N. Y. C. & H. RR. R. Co., 56 N. Y., 295.) There is no question for the jury when a passenger was ejected six rods from a dwelling-house for non-payment of fare. When the question whether or not a dwelling-house is “near” should be submitted to the jury. (Loomis v. Jewett, 35 Hun, 313; Johnson vy. N. Y., Q. & W. Ry. Co., 14 W. D., 495.) Payment of fare to a ticket agent pre- vious to entering the cars does not excuse non-production of a ticket. (Weaver v. Rome, W. & O. R. R. Co., 3 T. & C., 270.) A passenger having a ticket “ good for this date only’’ may be ejected upon refusing to pay fare. (Elmore v. Sands, 54 N. Y., 512; Gale v. D., L. & W. R. R. Co, 7 Hun, 670; Boice v. H. R. R. R. Co., 61 Barb., 611; Barker vy. Coffin, 31 Barb., 556. See, also, Hill v. S., B. & N. Y. R. R. Co., bs N. Y., 101; Beebe v. Ayres, 28 Barb., 275; Eliott v. N. Y. C. & H. R. R. R. Co., 53 Hun, 78.) Tickets must be produced or surrendered when required by the conductor. (Hibbard v. N. Y. & E. R. R. Co., 15 N. Y., 455; N. R. BR. Co. v. Page, 22 ‘Barb., 130.) The company may limit the trains on which a ticket shall be used. (Nolan v. N. Y., N. H. & H. R. R. Co., 41 N. Y. Super. (J. & S.), 541. But see Martin v. N. Y. C. & H. R. R. R. Co., 1 St. Rep., 738.) It may also prescribe the route. (Bennett v. Same, 69 N. Y., 594; Adwin v. Same, 60 Barb., 590.) A ticket “ good this trip only ” is not limited to any particular day or train. (Pier v. Finch, 24 Barb., 514.) A ticket without limitation as to continuity of trip does not give the holder a right to leave the train and finish his journey on another. (Hamilton v. N. Y. C. R. RB. Co., 51 N. Y., 100; Kelsey v. M. C. R. R. Co., 28 Hun, 460; Denny v. N. Y. ©. & H. R. R. R. Co., 5 Daly, 50; Terry v. F., N. S. & C. R. RB. Co., 13 Hun, 359; Ward v. N. Y. C. & H. R. R. R. Co., 56 Hun, 268.) A passenger may stop over on the conductor’s assurance. (Tarbell v. N. C. Ry. Co., 24 Hun, 5i.) A ticket for a continuous trip, within a time specified, may be used if the journey begins before the expiration of the time. (Auerbach v. N, Y.C. & H.R. R. R. Co., 89 N. Y., 281. See, also, Wentz v. Erie R. R. Co. 3 Hun, 241.) Where a train is stopped solely to eject a passenger he is not entitled to continue his trip on offering to pay fare. (O’Brien v. N. ¥. C. & H. R. R. R. Co., 80 N. Y., 236: Hibbard v. N. Y. & E. BR. BR. Co, 15 N. Y., 455. See, also, Guy v. N. Y., O. & W. Ry. Co., 30 Hun, 399; Nelsos SLEEPING AND Partor Cars. 339 The Railroad Law, § 41. y. L. Isl. R. R. Co., 7 Hun, 140.) But if the stop is at a regular station, see same cases; also, Pease v. D., L. & W. R. R. Co., 101 N. Y., 367. A passenger lawfully on a train may protect himself against removal. (Sanford vy. Highth Ave. R. R. Co., 23 N. Y., 343; English v. D. & H. C. Co., 66 N. Y., 454.) A trespasser must not be removed in a reckless and illegal manner. (Hoffman v. N. Y. C. & H. R. R. R. Co., 87 N. Y., 25. See Peck v. Same, 70 N. Y., 587; Rounds v. D., L. & W. R. R. Co., 64 N. Y., 129; Clark v. N. ¥., L. BH. & W. R. R. Co., 40 Hun, 605; Bartlett v. N. Y. & 8S. B. F. & S. T. Co., 57 Super. Ct., 348.) When all the seats in the ordi- nary cars are occupied, a passenger is justified in using a drawing-room seat until another is provided. (Thorpe v. N. Y. C. & H. R. R. R. Co., 76 N. Y., 402.) See, also, Yates v. N. Y. C. & H. R. R. R. Co., 67 N. Y., 100; Townsend v. Same, 56 N. Y., 295; Hamilton v. Third Ave. R. R. Co., 53 N. Y., 25; Fink v. A. & S. R. R. Co., 4 Lans., 147; Barker v. N. Y. C. R. R. Co., 24 N. Y., 599. § 41. Sleeping and parlor cars.— Any railroad corpora- tion may contract with any person, association or corporation for the hauling by the special or regular trains of said railroad corpo- ration, the parlor, drawing-room or sleeping car or cars of such person, association or corporation, in which extra accommodations shall be furnished, for which said person, association or corpora- tion furnishing such parlor, drawing-room or sleeping ear or cars, may charge for the carriage and transportation of persons and property therein, a reasonable compensation for such extra accom- modation, in addition to the fare and charges now allowed. by law for the carriage and transportation of passengers and property in the ordinary cars of said railroad corporation. But said railroad corporation so contracting shall be liable in the same way and to the same extent as if the said car or cars were owned by it, and shall furnish sufficient ordinary cars for the reasonable accommo- dation of the traveling public. (Thus amended by L. 1892, ch. 676.) For provisions of the Tax Law relative to licenses for the sale of liquors or cars, see Tax Law provisions, post. A distinction exists between the degree of responsibility resting upon a steamboat company for the personal effects of a passenger occupying a Stateroom, and that resting upon a railroad company in respect to a pas- senger occupying a berth in a sleeping car. (Adams v. New Jersey Steam- boat Co., 151 N. Y., 163, aff’g 9 Misc., 25.) A verdict of seven hundred and fifty dollars is not excessive in the case of a sleeping car passenger, who after paying for his berth, was excluded therefrom and compelled to sit up during a cold night in a day coach, because the company by mistake had sold the same berth to another person. (Braun v. Wagner Palace Car Co., 32 Misc., 243.) 340 Drivers anD ConpucTors. The Railroad Law, § 42. A sleeping car company is not an insurer of the effects of passengers, but is bound to maintain a reasonable watch during the night while the passenger is asleep or is using the necessary conveniences of the car, and must so manage the car as not to expose unreasonably the prop- erty of the passenger to unusual risk or loss by thieves or otherwise, (Williams vy. Wagner Palace Car Co., 27 Misc., 508, mod’g and aff'g 22 Misc., 513.) The measure of liability is the same as that of a carrier for the loss of a passenger’s baggage and, while the latter may recover the reason- able amount of the expenses of his trip, he cannot recover for a sum of money which he was carrying separately in a fob-pocket for deposit in a bank when he reached his destination. (Williams v. Wagner Palace Car Co., 27 Misc., 508, mod’g and aff’g 22 Misc., 513.) While the law does not make a sleeping car company the insurer of the effects of the occupants of its berths, it does not absolve it from all liability. But the ground of this liability rests simply and solely in negligence. (Carpenter v. N. Y., N. H. & H. R. R. Co., 124 .N. Y., 53; Sessions v. N. Y., L. E. & W. R. R. Co., 78 Hun, 541; Pullman Palace Car Co. v. Gardner, 3 Pennyp., 78; Dawley v. Wagner Palace Car Co., 16$ Mass., 315.) Right of passenger to take a drawing-room seat until a seat in the ordinary car is vacated. (Thorpe v. N. Y. C. & H. R. R. R. Co,, 76 XN. Y., 402; De Long v. D., L. & W. R. R. Co., 37 Hun, 282.) Purchase of a drawing-room seat ticket by the holder of a free pass does make the company liable for injuries. (Ulrich v. N. Y. C. & H..R. R. R. Co., 108 N. Y., 80.) Servants in drawing-room cars to be regarded as employes of the railroad company. (76 N. Y., 402, supra; Palmieri v. Man. Ry. Co., 133 N. Y., 261; Dwinelle v. N. Y. C. & H. R. R. R. Co., 120 N. Y., 117.) Loss of baggage, money and parcels in such cars. (Welch v. Pullman P. C. Co, 1 Sheld., 457, 16 Abb. Pr., N. S., 352; Tracy v. Same, 67 How., 154; Car- penter v. N. Y., N. H. & H. R. R. Co., 124 N. Y., 53, and cases there cited.) A person who is a passenger on a sleeping car has a right to expect to find the conveniences which are furnished by such cars and for which he has paid. (Piper v. N. Y. C. & H. R. R. R. Co., 76 Hun, 44.) § 42, Persons employed as drivers, conductors, motor- men or gripmen.— Any railroad corporation may employ any inhabitant of the State, of the age of twenty-one years, not addicted to the use of intoxicating liquors, as a car driver, conductor, motor- man or gripman, or in any other capacity, if fit and competent therefor. All applicants for positions as motormen or gripmen on any street surface railroad in this State shall be subjected to 4 thorough examination by the officers of the corporation as to their habits, physical ability and intelligence. If this examination 's satisfactory, the applicant shall be placed in the shop or power house where he can be made familiar with the power and machinery r Baners; Cuzcxs ror Baccace. 341 The Railroad Law, §§ 43, 44. he is about to control. He shall then be placed on a car with an instructor, and when the latter is satisfied as to the applicant’s capa- bility for the position of motorman or gripman, he shall so certify to the officers of the company, and, if appointed, the applicant shall first serve on the lines of least travel. Any violation of the pro- visions of this section shall be a misdemeanor. (Thus amended by L. 1895, ch. 513.) Person unable to read not to act as engineer. (Penal Code, § 418.) In- toxication while on duty a misdemeanor. (Penal Code, § 420.) Hours of labor. (Labor Law, §§ 5, 7.) ‘Regulation of payment of wages. (Labcr Law, §§ 9, 10.) § 48. Conductors and employes must wear badges. — Every conductor and employe of a railroad corporation employed in a passenger train, or at stations for passengers, shall wear upon his hat or cap a badge, which shall indicate his office or employ- ment, and the initial letters of the corporation employing him. No conductor or collector without such badge shall demand or receive from any passenger any fare or ticket or exercise any of the powers’ of his employment. No officer or employe without such badge shall meddle or interfere with any passenger, his baggage or property. (Thus amended by L. 1892, ch. 676.) See Penal Code, §§ 425, 565. § 44, Checks for baggage.— A check, made of some proper substance of convenient size and form, plainly stamped with numbers, and furnished with a convenient strap or other ap- pendage for attaching to baggage, shall be affixed to every piece or parcel of baggage when taken for transportation for a pas- senger by the agent or employe of such corporation, if there is a handle, loop or fixture therefor upon the piece or parcel of bag- gage, and a duplicate thereof given to the passenger or person delivering the same to him. If such check be refused on demand the corporation shall pay to the passenger the sum of ten dollars, and no fare shall be collected or received from him; and if he shall have paid his fare it shall be refunded to him by the con- ductor in charge of the train. Such baggage shall be delivered, without unnecessary delay, to the passenger or any person acting in his behalf, at the place to which it was to be transported, where the cars usually stop, or at any other regular intermediate stop- 342 CuHeEckKs FOR BaaGGacGE. The Railroad Law, § 44. ping place upon notice to the baggage-master in charge of baggage on the train of not less than thirty minutes, upon presentation of such duplicate check to the officer or agent of the railroad corpora- tion, or of any corporation, over any portion of whose road it was tzansported. Bicycles are hereby declared to be and be deemed baggage for the purposes of this article and shall be transported as baggage for passengers by railroad corporations and subject to the same liabilities, and no such passenger shall be required to erate, cover or otherwise protect any such bicycle; provided, how- ever, that a railroad corporation shall not be required to transport, under the provisions of this act, more than one bicycle for a single person. (Thus amended by L. 1892, ch. 676; L. 1896, ch. 333; L. 1902, ch. 388.) The last amendment eliminated the word “ metallic,” thereby permitting checks to be made of cardboard or other material. By the amendment of 1896 bicycles were declared to be baggage. A railroad company is liable for the loss of a trunk, containing mer- chandise in charge of a traveling salesman, and which is checked as bag- gage upon one of its passenger trains. (Trimble v. N. Y. C. & H.R. R. R. Co., 162 N. Y., 84, aff’g 39 App. Div., 403.) Where a contract for through transportation has been sold by one rail- road over its own and a connecting line, the company selling the ticket will not be liable for personal baggage of a passenger which was de stroyed on the connecting line. (Talcott v. Wabash R. R. Co., 159 N. Y,, 461, mod’g 89 Hun, 492.) . Where a passenger includes in his baggage the goods of his employer, without the knowledge of the railroad company, the latter is only liable for loss resulting from gross negligence or willful misconduct. (Catta- raugus Cutlery Co. v. Buff., Roch. & Pitts. R. R. Co., 24 App. Div., 267) Gurney v. Grand Trunk Ry. Co., 138 N. Y., 638.) In an action against a baggage express company for damages to a trunk which said company obtained from a railroad company, the pre- sumption is that the railroad company delivered the trunk to the express company in the same condition in which it was when checked. (Springer v. Westcott Exp. Co., 19 App. Div., 366.) Where a trunk is carried merely as a passenger’s baggage, or for his personal use, without charge, the carrier is not liable, in case of its loss, for the merchandise or samples contained therein intended to effect sales. (Simpson v. N. Y., N. H. & H. R. R. Co., 16 Mise., 613.) Where passenger baggage is checked through to any point over several connecting lines of railroad and is delivered in a damaged condition, that company only is liable upon whose road the baggage is injured; however, the owner may sue the company in whose custody he finds it damaged and may recover without proving that the company received it uninjured; the original good condition being presumed to continue; but the presump- tion may be rebutted by proof on the part of the company that the prop- erty was damaged when received by it; in which case defendant is exonerated. (Fox v. Wabash Ry. Oo., 16 Misc., 370.) Baceace; Insurntes to; Unciarmen. 343 The Railroad Law, §§ 45, 46. A rule of a railroad company, which provides that baggage can only be checked to the place for which the passenger holds a ticket, is a reason- able one. (Howell v. Grand Trunk Ry. Co., 92 Hun, 423.) as avide i 1 cases that such vote shall he that of six of such members.” (L. 1894, ch. ‘762, §10.) This amendment applies to sections 4, 11, 14, 20. 504 ‘APPLICABLE Onty To New Yorx Crry. The Rapid Transit Act, § 4. the local authorities having control of that portion of a street or highway, upon which it is proposed to construct or operate such railway or railways be first obtained, or in case the consent of such property owners cannot be obtained, that the determination of three commissioners appointed by the general term of the su- preme court in the district of the proposed construction, given af- ter due hearing of all parties interested, and confirmed by the court, that such railway or railways ought to be constructed or operated, be taken in lieu of the consent of such property owners; except that no public park nor any lands or places, lawfully set apart for, or occupied by, any public building of any city or county, or of the state of New York, or of the United States, nor those portions of Grand, Classon, Franklin avenues and Downing street in the city of Brooklyn, lying between the southerly line of Lexington avenue and northerly line of Atlantic avenue, nor that portion of Classon avenue in said city lying between the northerly line of Lexington avenue and southerly line of Park avenue, nor that portion of Washington avenue in said city lying between Park and Atlantic avenues, nor DeBevoise place, Irving place and Lefferts’ place, Lee avenue, Nostrand avenue, Waverly avenue, Vanderbilt avenue and Clinton avenue in said city of Brooklyn, nor that portion of the city of Buffalo lying between Michigan and Main streets, nor any part of Fifth avenue in the city of New York, nor that portion of any street or avenue which is now actually occupied by any elevated railroad structure, shall be occupied by any corporation to be organized under the pro- visions of this act for the purpose of constructing a railway in or upon any of such public parks, lands or places, or upon or along either of the said excepted streets or avenues. It shall be lawful for said commissioners to locate the route of a railway or railways, by tunnel under any such public parks, lands, places, rivers oF waters and to locate the route of any railway to be built, under this act, across any of the streets and avenues now occupied by an elevated railroad structure in the city of New York, or across any AppLicaBLE Onty to New Yorx Crry. cn oO ou The Rapid Transit Act, § 4. of the streets or avenues’ excepted in this act at any point at which, in its discretion, the board of rapid transit railroad commissioners may deem necessary in the location of any route or routes, or un- der, or under and along, any of said streets or avenues now so oc- cupied or so excepted in this act. Nothing in this act shall au- thorize the construction of an elevated railway on Broadway south of Thirty-third street, nor on Madison avenue in the city of New York. It shall not be lawful to grant, use or occupy, for the pur- poses of an elevated railroad, except for the purpose of crossing the same, any portion of the following named streets and places in the city of New York, that is to say: Second avenue below Twenty-third street; Fourteenth street, between the easterly line or side of Seventh avenue, and the westerly side of Fourth avenue; nor Eleventh street, west of Seventh avenue, nor any part of Bank street; Nassau street; Printing House square, so called, south of Franklin street; Park row, south of Tryon row; Broad street and Wall street. (Thus amended by L. 1894, ch. 528; L. 1894, ch. 752, § 10; L. 1895, ch. 519; L, 1900, ch. 616.) The provisions of the said section 4 of the said act shall, with reference to any rapid transit railroad for which routes and a general plan have been heretofore adopted by the board of rapid transit railroad commis- sioners of any city and for the municipal construction of which a contract has been heretofore made by any city, be deemed to have been in full force as hereby amended from before the time when the routes and general plan for such railroad or railroads were so adopted by the board of rapid transit railroad commissioners. (L. 1900, ch. 616, § 2.) Other streets in New York are exempted by the following acts: L. 1892, ch. 367; L. 1888, ch. 256, as amended by L. 1894, ch. 518. The direction that no such railway shall be located on certain streets is plainly, as matter of context, limited to railroads incorporated under the Rapid Transit Law. (Beekman vy. Brooklyn & Brighton Beach R. R. Co., 89 Hun, 14.) The rapid transit board is not to consider whether a railway cculd be made a paying investment, but whether it would be “for the interest 506 APPLICABLE Onty To New York Cry. ———__, The Rapid Transit Act, § 5. —_-—_—-—. of the public and of the city in which the board is appointed.” (Sun Pub. lishing Assn. y. Mayor, ete., of New York, 8 App. Div., 230; aff'd, 152 N, Y., 257.) See In re Rapid Transit R. R. Comrs., 5 App. Div., 290. Plans to be approved by common council; consents ; value of property determined. § 5. After any determination by said board of any such route or routes and of any general plan of construction of said railway or railways, the said board shall transmit to the common council of said city a copy of said plans and con- clusions as adopted. It shall be the duty of such common council upon receiving such copy of plans and conclusions to appoint a day not less than one week nor more than ten days after the receipt thereof for the consideration of such plans and conclusions, and the said common council shall, on the day so fixed, pro- ceed with the consideration thereof and may continue and adjourn such consideration, from time to time, until a final vote shall be taken thereon, as hereinafter provided. Within four weeks after the copy of such plans and conclusions adopted by the board of rapid transit railroad commissioners shall have first been received by said common council, a final vote shall be taken thereon, by ayes and nays, in the form of a vote upon a resolution to approve such plans and conclusions, and to consent to the con- struction of a railway or railways in accordance therewith. Upon the adoption of such a resolution by a majority vote of all the members of the common council and the approval of the mayor, and in the case of the refusal or failure of the mayor to approve such resolution, then by a two-thirds vote of all the members of the common council, the said plans and conclusions shall be deemed to have been finally consented to and adopted, and such consent shall be deemed to be the consent of the local authorities of such city; provided, that where in any such city the excl sive control of any street, road, highway or avenue which is to be used or occupied by any railway or railways constructed APPLICABLE Onty to New Yorxk Curry. 507 The Rapid Transit Act, § 5. under the provisions of this act, is by law vested in any local author- ity other than the common council of such city, the approval of the aforesaid plans and conclusions and the consent to the construc- tion of a railway thereunder shall be given by such local authority in place of and if required in addition to such approval and consent by said common council and with like effect. Upon obtaining the approval and consent of the local authorities as above provided, the said board of rapid transit railroad commissioners shall also, unless such approval and consent of local authorities shall have been ’ refused, take the necessary steps to obtain, if possible, the said con- sents of the property owners along the line of the said route or routes. For the purposes of this act the value of the property bounded on that portion of any street or highway in, upon, over or under which it is proposed to construct or operate such railway or railways, or any part thereof, shall be ascertained and determined from the assessment-roll of the city in which the said property is situated, confirmed or completed last before the local authorities shall have given their consent as above provided. If such consents of property owners can not be obtained, the said board may, in its own name, make application to the general term of the supreme court in the judicial district in which such railway is to be con- structed for the appointment of three commissioners to determine and report after due hearing whether such railway ought to be con- structed and operated. Two weeks’ notice of such application shall be given by daily publication thereof, Sundays and_ holidays excepted, in six daily newspapers published in the city where such proposed railway is to be constructed, if there be so many news- papers published in said city, and if not, then in all the daily news- papers published in said city. The newspapers in which said pub- lication shall be made shall be designated by the general term of the supreme court to which such application is to be made on the application of the commissioners without notice. The said general term, upon due proof of the publication aforesaid, shall appoint three disinterested persons who shall act as commissioners, and such commissioners within ten days after their appointment shall cause public notice to be given in the manner directed by the said general term of their first sitting, and may adjourn from time to time until all their business is completed. Vacancies in such commission may be filled by said general term after such notice to persons interested as the general term may deem proper, and the evidence taken before as well as after such vacancy occurred shall be deemed to be Properly before such commissioners. The said commissioners shall 508 APPLICABLE Onty to New York Crrvy. cameo The Rapid Transit Act, § 6. —————_——___., determine after public hearing of all parties interested whether such railroad ought to be constructed and operated and shall report the evidence taken to said general term, together with a report of their determination whether such road ought to be constructed and operated, which report, if in favor of the construction and operation of such road, shall, when confirmed by said court, be taken in licu of the consent of the property owners above mentioned. Such report shall be made within sixty days after the appointment of said commissioners, unless the said court, or a judge thereof, shall extend such time. (Thus amended by L. 1895, ch. 519.) The provision of section 18 of article 3 of the Constitution of 1894 requiring the application for appointment of commissioners to determine whether a street railroad should be constructed to be made to the Appel- late Division, did not take effect until January 1, 1896, and until that date the General Term continued to have jurisdiction to entertain such applications. (Matter of Board of Rapid Transit Railroad Comrs., 147 N. Y., 260.) Plans and specifications; subways; supervision of local authorities; expenses payable by the company. § 6. When the consents of the local authorities and the prop- erty owners, or, in lieu thereof, the authorization of the said general term of the supreme court upon the report of commissioners, shall have been obtained, the board of rapid transit railroad commission: ers shall at once proceed to prepare detailed plans and specifica- tions for the construction of such rapid transit railway or railways in accordance with the general plan of construction, including all devices and appurtenances deemed by it necessary to secure the greatest efficiency, public convenience and safety, including the number, location and description of stations and plans and specifi- cations for the suitable supports, turnouts, switches, sidings, connec- tions, landing places, buildings, platforms, stairways, elevators, tele- graph and signal devices, and other suitable appliances incidental and requisite to what the said board may approve as the best and most efficient system of rapid transit in view of the public needs and requirements, and the said board may, in its discretion, include in said plans provisions for subways or tunnels for sewer®, gas or water pipes, electric wires and other conductors prorer t? be placed under ground, whenever necessary so to do, in order t® permit of the proper construction of any railway herein providel for in accordance with the plans and specifications of the said hoard. Stations and station approaches may be under or over streets of the APPLICABLE Onty To New Yorx Ciry. 509 The Rapid Transit Act, § 6. route or cross streets, and the board of aldermen, or other legisla- tive body, of any such city shall have power to regulate by general or special ordinance or resolution, the erection, alteration and main- tenance upon or in connection with any building used wholly or in part for station purposes, or approaches, of any and all structures or parts of structures extending over the whole or any part of any side- walk or sidewalks adjacent thereto. The board may, from time to time, alter such detailed plans and specifications, but always so that the same shall accord with the general plan of construction; but whenever a contract shall have been made for the construction of any railway herein provided for, no such alteration shall be made by the board without the consent of the contractor and his sureties, except as liberty shall have been reserved in such contract by said — board for such alteration. Whenever the construction of any railway, depressed way, subway or tunnel under the provisions of this act shall interfere with disturb or endanger any sewer, water pipe, gas pipe, or other duly authorized subsurface structure, the work of construc- tion at such points shall be conducted in the city of New York in accordance with the reasonable requirements of the commissioner of public works, and in other cities in accordance with the reasonable requirements and under the supervision of the officer or local author- ity having the care of and the jurisdiction or control over such sub- surface structures so interfered with, disturbed or endangered. All expenses incidental to such supervision and to the work of recon- structing, readjusting and supporting any such sewer, water pipe, gas pipe or other duly authorized subsurface structure shall be borne and paid by the company which shall have acquired the right, privilege and franchise to construct, maintain and operate such railway, pur- suant to a sale of the same at public auction, as hereinafter provided, if any such sale shall be made by said board. Where under the di- rection of the said board or in pursuance of any general plan adopted or of any contract made by the said board, galleries, ways or subways shall be constructed to contain sewers, pipes or other subsurface struc- tures, the said galleries, ways or subways shall be maintained by the said city and shall be in the care and charge of the said board and subject to such regulations as it shall prescribe not inconsistent with the provisions of this act, and any revenue derived therefrom shall 510 APPLICABLE Onty TO NEW York Ciry. The Rapid Transit Act, § 7. be paid into the treasury of said city, except that where bonds shall have been issued to provide for the cost of construction of such rail- roads, such amounts shall be paid to the sinking fund of the city, if there be one, or if not then into the sinking fund, to be established and created out of the annual rentals of the said road, as provided in section thirty-seven of this act. Provided, however, that any person or corporation who or which at the time of the construction of the said galleries, ways or subways, shall own pipes, subways or conduits in a street, avenue or public place in which said galleries, ways or subways shall be constructed pursuant to this act, shall bes entitled to the use of such galleries, ways or subways for his or its said pipes, subways or conduits in the same manner as the said person or corpo- ration shall be entitled by law to the use of such street, avenue or public place, and that no rent shall be charged for such use, except a reasonable charge to defray the actual cost of maintenance, unless such pipes, subways or conduits shall be of greater capacity than those theretofore owned by such person or corporation in said street, avenue or public place, and that, if the capacity of any such pipe, subway or conduit, so placed in the said galleries, ways, or subways shall be increased, the rent shall be charged only for such increased capacity; and provided further, that the placing in any such galleries, ways or subways of the subways or conduits of any corporation owning sub- ways or conduits for electrical conductors, shall not in any wise affect the right of such corporation to charge and demand such compensa- tion or rent for the use of said subways or conduits by other corpo- rations or individuals as is, or may be, permitted by law. (Thus amended by L. 1892, ch. 556; L. 1894, ch. 752; L. 1895, ch. 519; L. 1896, ch. 729; L. 1902, ch. 542.) Public sale of franchise; terms and conditions; forfeiture and resale thereunder; capitalization of company; rate of fare; term of franchise. § 7. If, after having secured the necessary consents and after having prepared such detailed plans and specifications as are by this act pro- vided for, it shall not have been determined by vote of the people as provided by sections twelve and thirteen of chapter seven hundred and fifty-two of the laws of eighteen hundred and ninety-four that such railway or railways shall be constructed for and at the expense of such city as hereinafter provided, said board shall sell at public auction in the city where said railway or railways are to be built and for the account and benefit of said city the right, privilege and franchise to construct, maintain and operate such railway or railways. Notice of the time and place of such sale shall be published three times a week for at least six successive weeks in at least three daily newspapers published in said city. The APPLICABLE Onty to New Yorx Crry. 511 The Rapid Transit Act, § 7. board may prescribe all such terms and conditions of sale as it may deem to be for the interest of the public and of the city in which the railway or railways are to be constructed. The advertisement. of sale shall contain only so much of the said terms, plans and specifications for the construction as the said board may think proper, but such advertisement must state at what place the full terms, plans and specifications may be examined, and they shall be subject to examination under such reasonable rules and regulations as the board may prescribe. The terms of sale shall provide for the construction of the railway or railways under the supervision of the board, and for the approval of an engineer or engineers to be appointed, from time to time, by the board, and the corporation or corporations to be organized for the purpose of constructing and operating such railway or railways as in this act provided shall pay such engineer or engineers such salary as may, from time to time, be fixed by the said board of rapid transit railroad commissioners. Such engineer or engineers shall hold their office at the pleasure of the said board. The terms of sale shall require the successful bidder to deposit with the comptroller or chief fiscal officer of the city, in cash or approved securities, such amount as the board may deem sufficient to constitute a guarantee of full compliance with the terms of sale by the purchaser and by the corporation to be formed for the purpose of building and operating said railway as hereinafter provided. Said bids and all rights which may have been acquired thereunder shall become null and void and of no effect, at the option of said board, should there be a failure to organize a corporation to exercise such rights, privileges and fran- chises as required by said terms of sale and this act, or for any violation of any of the requirements of said terms of sale which should be complied with before such corporation is organized, and thereupon any deposit which may have been made pursuant to such terms of sale shall be paid into the treasury of such city upon a certificate being made and filed by said board with the public officer with whom such deposit sha!l have been made, that said bid, and all rights which have been acquired thereunder, have become null and void and of no effect; and said rights, privileges and fran- chises shall be again sold by said board, subject to all the provisions of this act regulating such sales. The terms of sale shall require theconstruction of the road to be begun within a time to be specified in said terms of sale, and to be finished within a certain time there- after, to be specified therein, and may prescribe the time within which portions of the same shall be begun and finished. The said 512 AppricaBLteE Onty to New York Crrv. The Rapid Transit Act, § 7. terms of sale may reserve to the board the power to extend the times for the commencement and completion of the construction of said railway, or of portions of the same, if in its discretion, the said board deem such extension to be for the best interests of the city. In case the corporation formed for the purpose of construct- ing said railway shall fail to begin or finish the construction within the times for those purposes respectively limited, all rights, privi- leges and franchises of such corporations to maintain and operate said railway shall be forfeited, and upon such forfeiture being adjudged by the court in a suit brought for that purpose in the name of the mayor, aldermen and commonalty of the city of New York, or such other appropriate corporate title of said city or by said board of rapid transit railroad commissioners, then the said board shall have power to advertise and resell said rights, privileges and franchises and so much of the road as shall have been con- structed by such corporation; such suit shall have preference over all other cases in all courts; and the proceeds of such resale shall be applied first to the payment of the expenses of the resale, and then to the discharge of any liens which may have been created upon such property, and the balance shall be paid over to the said cor- poration. The terms of sale must provide for the organization by the purchaser or purchasers of such rights, privileges and franchises of a corporation to exercise the same, and to construct, maintain and operate such rapid transit railway or railways, with the powers and subject to the duties and liabilities granted or imposed by this act. The said terms of sale must also specify the amount of the capital of any such corporation, and number of shares of capital stock which such corporation shall be authorized to issue, the per- centage to be paid in cash by the subscribers on subscribing for such shares, the maximum amount of the bonded indebtedness which such corporation may be authorized to incur, and which may be secured by mortgage upon its property and franchises, and the rates of fares and freights which such corporation may charge and collect for the carriage of persons and property. But the rate of fare for any passenger on said railway from any point on the same north- ward or southward within the city of New York shall not exceed five cents under any provision of this act. The said board may, if it considers that the public interest requires it to do so, reject all bids and readvertise the said rights, privileges and franchises for sale, with the same or different terms of sale, as often as it may deem necessary in the interest of such city, and shall finally accept that bid which, under all circumstances in its opinion, is most APPLICABLE Onty to New York Ciry. 513 The Rapid Transit Act, §§ 8, 9. advantageous to the public and such city; and no bid shall be aecepted without the concurrent vote of six members of the board. The terms of sale on any such resale must contain all the provisions required by this act to be inserted in the original terms of sale. Such sale may be adjourned from time to time at the discretion of the board. All sales of such rights, privileges and franchises shall be made for a definite term of years, but the expiration of the term, if sold for a term of years, shall not impair any mortgage or other lien upon the property of such corporation or the rights of any creditor or creditors of such corporation; provided, however, that nothing herein contained shall be so construed as to extend the term for which such rights, privileges and franchises are sold. (Thus amended by L. 1894, ch. 752, and L. 1895, ch. 519.) Resale of franchise after expiration of term; existing corporation may, purchase, or new one may be formed. § 8. Within one year, and not less than six months, prior to the. expiration for any term for which such rights, privileges and fran- chises shall have been sold, said board shall proceed to resell the right to maintain and operate the said railway. Such sale shall be made in the manner prescribed for the original sale, and the board is empowered to make suitable provisions for securing to the cor- poration then operating such railway or railways suitable compensa- tion for the railroad structure and appurtenances, and for any other property, real or personal, which the said corporation may own or of which it may be vested at the expiration of the term for which such rights, privileges and franchises were sold. Any corporation theretofore organized under the provisions of this act may be a pur- chaser on such resale; but if no such corporation be the purchaser, a new corporation shall be formed to maintain and operate said road in the manner prescribed for the organization of a corporation on the original sale, except that the plans and specifications accord- ing to which said railway has been constructed need not be set out at large, but may be referred to as forming part of the articles of association of said new corporation. Offices of board; engineers; attorneys and other assistants. § 9. The said board may rent such offices and employ such engi- neers, attorneys and other persons, from time to time, as it may, in its discretion, deem necessary to the proper performance by it of its duties as in this act prescribed. It may sue in the name and behalf of the city for which it acts as a board. It may in the name of and in behalf of the said city bring action of specific perform- 29 514 ApplicaBLe Onty To New Yorx Crry. The Rapid Transit Act, § 10. ance or may apply by mandamus to compel the performance within its city by any corporation or person of any duty or obligation with reference to or arising out of the construction or operation of any railroad under, or by reason of, any grant made or right acquired under this act or the acts amendatory hereof or supplementary hereto, or out of or by reason of any contract made or authorized by any board of rapid transit commissioners within its city, or it may in behalf of and in the name of said city bring actions to recover damages for any violation of contract or duty, or for any wrong committed by any such corporation or person by reason of any non- performance or violation of duty under the provisions of this act, or under any contract or stipulation made in pursuance of any pro- visions of this act. Every action or proceeding brought by the said board, and every action or proceeding in which an injunction is had or sought against the board or the said city, or against any corporation or person who or which shall have entered into a con- tract under the provisions of this act, or any act supplementary hereto, or amendatory hereof, by reason of any act or thing done, proposed or threatened under or by virtue of any provision of this act, or any act supplementary hereto, or amendatory hereof, or is sought against any corporation or person claiming or claiming to act under any grant or franchise under this act, or any act supple- mentary hereto, or amendatory hereof, and every action or pro- ceeding in which the constitutionality of any part of this act, or of any act supplementary hereto, or amendatory hereof, shall or may be brought in question, shall have a preference above all causes not criminal on the calendar of every court, and may be brought on for trial or argument upon notice of eight days for any day of any term on which the court shall be in session. (Thus amended by L. 1892, ch. 556; L. 1894, ch. 752, and L, 1895, ch. 619.) Appropriations for board; audit and payment thereof; repayment of expenses; revenue bonds; compensation of commissioners. § 10. The board of estimate and apportionment or other board or public body on which is imposed the duty, and in which is vested the power, of making appropriations of public moneys for the pur- poses of the city government in any city in which it is proposed to construct such railway or railways shall, from time to time, on. requisition duly made by the board of rapid transit railroad com- missioners, appropriate such sum or sums of money as may be requisite and necessary to properly enable it to do and perform, or cause to be done and performed, the duties herein prescribed, and APPLICABLE Onty To New Yorx Crrv: 515 The Rapid Transit Act, § 10. tc provide for the compensation of such commissioners, and such appropriation shall be made forthwith upon presentation of a requisition from the board of rapid transit railroad commissioners, which shall state the purposes for which such moneys are required by the said board. In case the said board of estimate and appor- tionment or such other board or public body fail to appropriate such amount as the board of rapid transit railroad commissioners deem requisite and necessary, the said board of rapid transit railroad commissioners may apply to the general term of the supreme court, in the department in which the railway is to be or has been con- structed, on notice to the board of estimate and apportionment, or such other board or public body aforesaid, to determine what amount shall be appropriated for the purposes required by this sec- tion, and the decision of said general term shall be final and con- elusive; and no city shall be liable for any indebtedness incurred by the said board of rapid transit railroad commissioners in excess of such appropriation or appropriations. It shall be the duty of the auditor and comptroller of any such city, after such appropriations shall have been duly made, to audit and pay the proper expendi- tures and compensation of said commissioners upon vouchers there- for, to be furnished by the said commissioners, which payments shall be made in like manner as payments are now made by tke auditor, comptroller, or other public officers, of claims against and demands upon such city; and for the purpose of providing funds with which to pay the said sums, the comptroller or other chief financial officer of said city is hereby authorized and directed to issue and sell revenue bonds of such city in anticipation of receipt of taxes, and out of the proceeds of such bonds to make the pay- ments in this section required to be made. The amount necessary to pay the principal and interest of such bonds shall be included in the estimates of moneys necessary to be raised by taxation to carry on the business of said city, and shall be made a part of the tax levy for the year next following the year in which such appro- Priations are made. All expenses of the said board of rapid transit tailroad commissioners, including the compensation of said com- missioners, so incurred and paid by any city as in this section pro- vided, and for which any city shall be liable, shall be repaid, with interest, by the bidder or bidders at the public sale of the rights, Privileges and franchises, as in this act provided, in case said board shall so sell the same, whose bid shall be accepted by the board of tapid transit railroad commissioners, and the terms of such sale shall specify the time when such payment shall be made, as well as the 516 AprrticaBLeE Onty To New Yorx Crry. The Rapid Transit Act, § 11. amount thereof. The commissioners, other than the mayor and comptroller or other chief financial officer of such city, shall be paid a reasonable compensation for the duties performed by them from time to time, under the provisions of this act. The amount of such compensation shall be determined by the general term of the supreme court in the department in which said city shall be located upon application by said board after notice to the mayor of such city. (Thus amended by L. 1894, ch. 752.) Corporations, how organized, articles of association to be approved and filed; subscription books; subscribers’ meeting. § 11. A corporation or corporations to construct and operate such rapid transit railway or railways, and to enjoy and exercise the rights, privileges and franchises in this act provided for shall be created and organized in the manner following: Articles of association shall be duly signed and acknowledged by not less than twenty-five persons, and such articles shall set forth the name of the proposed corporation and duration thereof. Said articles must also state that they are made and filed under and in pursuance of this act for the purpose of taking and exercising the rights, privileges and franchises so purchased as aforesaid, according to the terms of sale; and such terms of sale and all plans and specifications must be made a part of said articles, annexed thereto and filed therewith. The said articles must also contain such other provisions as the said board may deem requisite and necessary, not inconsistent with the terms of sale or with this act. The said articles must be approved by said board, by the concurrent vote of six members, and its approval must be indorsed thereon and attested by the seal of the board and the signature of its presiding officer, and must then be filed in the office of the secretary of state, and a duly certified copy, or a duplicate thereof, must be filed in the office of the clerk of the county in which such railway or railways are to be constructed. Immediately after the articles of association shall have been s0 made, approved and filed, the board of rapid transit railroad com- missioners shall cause books of subscription to the capital stock of any such corporation to be opened, and shall give public notice of the opening of such books and of the time and place at which sub- scriptions will be received; and when the full amount of such capi- tal stock shall have been subscribed by not less than fifty persons, and such percentage of the amount subscribed as may have been fixed by the board in the terms of sale shall have been paid in, dd td ovat APPLICABLE Onty to New Yorx Crry. 51T The Rapid Transit Act, § 12. cash, to such bank or trust company as the board may select, the said board shall call a meeting of the subscribers for the purpose of organizing the corporation, serving upon or mailing to each sub- seriber a notice of such meeting at least ten days before the time appointed for holding the same; and the person or persons whose bid shall have been accepted by the said board of rapid transit rail- road commissioners shall, if they elect to become subscribers to the capital stock of such corporation, be entitled to a preference for themselves and their associates in subscribing for, and in the allot- ment of the shares of capital stock of such corporation. . (Thus amended by L. 1894, ch. 752, § 10.) Election of first directors; by-laws. § 12. At such meeting of subscribers thirteen directors of the corporation shall be elected, each of whom shall be a holder in his own right of at least one hundred shares of the capital stock of the corporation, and the board of rapid transit railroad commissioners shall appoint the inspectors of the first election. Each share of stock shall entitle the holder to one vote for each director. The directors so elected shall hold office for one year and until others are elected in their places. At such meeting by-laws must be adopted not inconsistent with this act, which by-laws shall, among other things, provide for: 1. The term of office of the directors elected at any subsequent meeting of stockholders, which term shall not exceed one year. 2. The manner of filling any vacancy which may occur in any office or in the board of directors. 3. The time and place of the annual meeting of stockholders. 4, The manner of calling and holding special meetings of stockholders. 5. The number of stockholders who shall attend either in person or by proxy, at any stockholders’ meeting in order to constitute a quorum. 6. The officers of the corporation, the manner of their election by the directors, and their duties and powers, and among which officers there shall be included a president, a secretary and .a treasurer. 7. The manner of electing or appointing inspectors of election. 8. The manner of amending the by-laws. The by-laws may also provide for the forfeiture of shares for the non-payment of calls and for such other matters as may be deemed proper by the board of rapid transit railroad commissioners and they must be approved by a resolution of said board. 518 APPLICABLE Onty to New York Cry. The Rapid Transit Act, §§ 13, 14. Record of proceedings; certificate of organization; filing thereof. § 13. Within ten days after the said subscribers’ meeting a record of the proceedings thereof, containing a copy of the sub- scription list, a copy of the by-laws adopted, and the names of the directors chosen, shall be prepared and duly certified by the person presiding over, and person acting as secretary of said meeting. There shall be attached thereto a certificate of the board of rapid transit railroad commissioners, attested by its seal and the signature of its presiding officer, that said board has approved the by-laws adopted at the subscribers’ meeting, and that said corporation has been organized in accordance with the provisions of this act. The said record and certificate shall be filed by said board in the office of the secretary of state, and a duly certified copy or duplicate thereof shall be filed in the office of the clerk of the county in which said railway or railways are to be built, and thereupon and upon the payment to the state treasurer of a tax of one-eighth of one per centum of the par value of the capital stock of said corpora- tion, such corporation shall be deemed to be fully organized. A copy of said certificate, duly certified by the secretary of state, or by the county clerk in whose office it is filed, shall be presumptive evidence of the due organization of such corporation in all courts and proceedings. Upon the production of the certified copy of said certificate, and upon the order of such corporation, the bank or trust company in which the percentage of subscriptions to the capi- tal stock shall have been deposited, shall pay over to any such cor- poration the amount of such deposit, and said corporation shall repay to the purchaser or purchasers at the sale provided for in section seven of this act, the expenses paid by him or them to the city pursuant to the provisions of the terms of sale, with interest to the date of such repayment. Modification of plans; certificate thereof, filing of such certificate. § 14. The said board of rapid transit railroad commissioners, if, in their judgment, the public interest requires, may, at any time, after the full organization of any such corporation, by the concurrent vote of six members, authorize such corporation to alter or add to the detailed plans and specifications contained in its articles of association, provided the plans and specifications as so modified do not change the route or routes of said railway and be not inconsistent with the general plan of construction adopted under the provisions of section four of this act, and provided also such modifications be first approved by a ~ote of two-thirds of the APPLICABLE Onty to New York Ciry. 519 The Rapid Transit Act, §§ 15, 16. directors of said corporation present and voting at any special meeting duly called for the purpose, by written notice stating the nature of the business to be transacted at said meeting. When such authorization by the board of rapid transit railroad commis- sioners shall have been given, a certificate shall be prepared, and acknowledged by the president and a majority of the directors of said corporation, stating the nature of the modification, and that the same has been approved by the board of directors in the manner above set forth, to which certificate there shall be attached a copy of ‘so much of the original plans and specifications as are to be affected by the modification, and also the plans and specifications asmodified. ‘There shall also be contained in such certificate a declaration of the approval of said board of rapid transit railroad commissioners, attested in the same manner as the certificate of full organization. The said certificate, plans and specifications shall then be filed in the office of the secretary of state, and a certified copy or duplicate thereof shall be filed in the office of the clerk in which the articles of association are filed. And thereupon said corporation shall be authorized to construct its railway or railways and appurtenances in accordance with such modified plans and specifications. (Thus amended by L. 1894, ch. 752, § 10.) Principal office; taxation and exemption therefrom during construction. § 15. Every corporation organized under this act shall have its principal office and be taxed on its property in the city where its railway or railways are situated. But no taxes of any kind or nature shall be levied or imposed upon that portion of any railway constructed under this act which is in process of construction, and not in actual operation for the transportation of passengers or freight, but this exemption from taxation during construction shall not apply to any portion or portions of said railway after the date on which said portion or portions shall have been opened to the -public for the transportation of passengers or freight. (Thus amended by L. 1892, ch. 556.) Directors, election of; vacancies, qualifications; exhibition of books. § 16. The affairs of said corporation shall be managed by a board of thirteen directors, who shall be chosen annually, by a majority of the votes of the stockholders voting at such election, in such manner as may be prescribed in the by-laws of the corpora- tion, and they may and shall continue to be directors until others are elected in their places. In the election of directors, each stock- holder shall be entitled to one vote for each share of stock held by him. Vacancies in the board of directors shall be filled in such 520 AppiicaBLE Onty To New York Crry. — The Rapid Transit Act, §§ 17, 18, 19. =e manner as shall be prescribed by the by-laws of the corporation, No person shall be a director unless he shall be a stockholder own- ing one hundred shares of stock absolutely in his own right, and qualified to vote for directors at the election at which he shall be chosen. At every election of directors the books and papers of such corporation shall be exhibited to the meeting, provided a majority of the stockholders present shall require it. Payments for stock § 17. The directors shall require the subscribers to the capital stock of the company to pay the amount by them respectively sub- scribed in money at such times and in such installments as they may deem proper, not inconsistent with the by-laws and the articles of association. Liability of stockholders; notice. § 18. Each stockholder of any corporation formed under this act shall be individually liable to the creditors of such corporation, to an amount equal to the amount unpaid on the stock held by him, for all the debts and liabilities of such corporation, until the whole amount of the capital stock so held by him shall have been paid to the corporation; and all the stockholders of any such corporation shall be jointly and severally liable for the debts due or owing to any of its laborers and servants, other than contractors, for per- sonal services, for thirty days’ service performed for such corpora- tion, but shall not be liable to an action therefor before an execu- tion or executions shall be returned unsatisfied in whole or in part against the corporation, and the amount due on such execution or executions shall be the amount recoverable, with costs, against such stockholders; before such laborer or servant shall charge such stock- holder for such thirty days’ service, he shall give him notice in writing within twenty days after the performance of such service, that he intends so to hold him liable, and he shall commence such action therefor within thirty days after the return of such execu- tion unsatisfied, as above mentioned; and every such stockholder against whom any such recovery by such laborer or servant shall have been had, shall have a right to recover the same of the other stockholders in said corporation, in ratable proportion to the amount of the stock they shall respectively hold. Transfer of stock. § 19. The stock of every corporation formed under this act shall be deemed personal estate, and shall be transferable in the APPLICABLE Onty to New York Ciry. 521 The Rapid Transit Act, §§ 20, 21, 22. manner prescribed by the by-laws of the company, but no share shall be transferable until all previous calls thereon shall have been fully paid in. Capital stock, increase or reduction of; statement to be made and filed. § 20. Any corporation formed under this act may increase or reduce its capital stock from time to time upon obtaining the approval of the board of rapid transit railroad commissioners by a concurrent vote of six members thereof. Such increase or reduc- tion must be approved by a vote in person, or by proxy, of two- thirds in amount of all the stockholders of the corporation, at a meeting of such stockholders called by the directors of the corpo- ration for that purpose, by a notice in writing to each stockholder, to be served on him in the manner provided for service of the notice of the subscribers’ meetings provided for in section eleven of this act. Such notice shall state the time and place of the meeting, and its object, and the amount to which it is proposed to increase or reduce the capital stock. A statement of the increase or reduc- tion shall be signed by the president and a majority of the directors and shall be filed in the office of the secretary of state and of the clerk of the county in which the original articles of association are filed. There must be attached thereto a certificate of the approval of said board of rapid transit railroad commissioners attested in the same manner as the certificate of full organization. (Thus amended by L. 1894, ch. 752, § 10.) Liability of holders of stock in a representative capacity. § 21. No person holding stock in any such corporation, as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any lability as a stockholder of such corporation; but the person pledg- ing such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable in like manner, and to the same extent, as the testator or intestate or the ward or person interested in such trust fund would have been if he had been living and competent to act, and held the same stock in his own name. _Liability of corporation to employes of contractors; notice required. to create such liability.~ § 22. As often as any contractor for the construction of any part of a railway, which is in progress of construction under the ‘provisions of this act, shall be indebted to any laborer for thirty 522 AppLicaBLE Onty to New York Ciry. The Rapid Transit Act, §§ 23, 24. or any less number of days’ labor performed in constructing said road, such laborer may give notice of such indebtedness to said cor- poration in the manner herein provided; and said corporation shall thereupon become liable to pay such laborer the amount so due him for such labor, and an action may be maintained against said cor- poration therefor. Such notice shall be given by said laborer to said corporation within twenty days after the performance of the number of days’ labor for which the claim is made. Such notice shall be in writing, and shall state the amount and number of days’ labor, and the time when the same was performed and the name of the contractor from whom due, and shall be signed by such laborer or his attorney, and shall be served on an engineer, agent or super- intendent employed by such corporation having charge of the sec- tion of the road on which such labor was performed personally, or by leaving the same at the office or usual place of business of such engineer, agent or superintendent with some person of suitable age. But no action shall be maintained against any corporation under the provisions of this section, unless the same be commenced within thirty days after notice is given to such company by such laborer as above provided. Real estate necessary for such corporation; how acquired. § 23. Every such corporation shall have the right to acquire and hold such real estate or easement or other interest therein, or rights appertaining thereto, as may be necessary to enable it to con- struct, maintain and operate the said railway, or railways, and such as may be necessary for stations, depots, engine-house, car-houses, machine-shops, and other appurtenances specified in the articles of association; and in case any such corporation can not agree with the owner or owners of such property it shall have the right to acquire title to the same in pursuance of the terms of and in the manner prescribed in title one of chapter twenty-three of the Code of Civil Procedure, known as the condemnation law. See the Railroad Law, section 4, subd. 2, page 218, and the Condemna- tion Law, post. Powers; intersections with other railways; entry upon streets; coD- struction and maintenance; excavations; parks and streets; may borrow money and issue bonds. § 24. Every corporation formed under this act shall have power: 1. To take and hold such voluntary grants of real estate and other property as shall be made to it, to aid in the construction, APPLICABLE ONLY TO New Yorx Crry. 523 The Rapid Transit Act, § 24. maintenance and accommodation of its railway or railways, but the real estate received by voluntary grant shall be held and used for the purposes of such grant only. 2. To purchase, lease, hold and use all such real estate and other property as may be necessary for the construction and maintenance of its railway or railways, and the stations or other accommoda- tions necessary to accomplish the objects of its incorporation; but nothing herein contained shall be held as repealing or in any way affecting the act, entitled “An act authorizing the construction of railroads upon Indian lands,” passed May twelve, eighteen hun- dred and thirty-six. 3. To cross, intersect, join and unite its railway or railways with any other railway at any point on its route and upon the grounds of such other railway company, with the necessary turnouts, sidings and switches and other conveniences in furtherance of the objects of its connections. And every corporation whose railway is or shall be hereafter intersected by any new railway, shall unite with the owners of such new railway in forming such intersections and con- nections, and grant the facilities aforesaid; and if the two corpora- tions can not agree upon the amount of compensation to be made therefor, the same shall be ascertained and determined by commis- sioners to be appointed by the court, in the manner provided in this act in respect to acquiring title to real estate. And if the two. corporations cannot agree upon the points and manner of such cross- ings and connections, the board of rapid transit railroad commis- sioners shall determine the same on the appleation of either corporation. 4. To take and convey persons and property on its railway or railways by the power or force of steam, or by any motor other than animal power, and to receive compensation therefor not inconsistent with the provisions of this act, and the terms of sale under which the said corporation shall have acquired its rights, privileges and franchises. 5. To enter upon and underneath the several streets, avenues, public places and lands designated by the said board of rapid transit railroad commissioners, and enter into and upon the soil of the same; to construct, maintain, operate and use, in accordance with the plan adopted by said board, a railway or railways upon the route or routes and to the points decided upon, and to secure the neces- sary foundations and erect the columns, piers and other structures which may be required to secure safety and stability in the con- struction and maintenance of the railways constructed upon the 524 AppiticaBLE Onty to New York Ciry. ——__.., The Rapid Transit Act, § 25. plan adopted by the said board, and which may be necessary for operating the same, except that nothing in this act shall authorize the construction of a railway crossing the track of any steam rail- way in actual operation at the grade thereof, and it shall be lawful to make such excavations and openings along the route through which such railway or railways shall be constructed as shall be necessary from time to time; in all cases the surface of said streets around such foundations, piers and columns shall be restored to the condition in which they were before such excavations were made, as near as may be, and under the direction of the proper local authorities; and in all cases the use of the streets, avenues, places and lands designated by the said board, and the right of way through the same, for the purpose of a railway or railways, as herein author- ized and provided, shall be considered, and is hereby declared, to be a public use, consistent with the uses for which the roads, streets, avenues and public places are publicly held; but no such corpora- tion shall have the right to acquire the use or occupancy of public parks or squares in such county, or the use or occupancy of any of the streets or avenues, except such as may have been designated for the route or routes of such railway, and except such temporary privileges as the proper authorities may grant to such corporations to facilitate such construction. 6. From time to time to borrow such sums of money as may be necessary for completing and finishing or operating their rail- road, and to issue and dispose of their bonds for such purposes; but the amount of such bonds outstanding at any one time shall not exceed the amount limited by the articles of association. (Thus amended by L. 1892, ch. 556.) L. 1836, ch. 316, referred to in subd. 2, of the foregoing section, was repealed by L. 1890, ch. 565, and L. 1892, ch. 687. See the similar pro- visions in the Railroad Law, sections 4, 9 and 129. Employes to wear badges. § 25. Every conductor, baggage master, engineer, brakeman or other servant of any railroad corporation employed in a passenger train, or at stations for passengers, shall wear upon his hat or cap a badge, which shall indicate his office, and the initial letter of the style of the corporation by which he is employed. No conductor or collector, without such a badge, shall be entitled to demand or receive from any passenger any fare or ticket, or to exercise any of the powers of his office; and no officer or servant without such badge shall have authority to meddle or interfere with any pas senger, his baggage or property. APppLicaBLE Onty to New Yor« Crrv. 525 The Rapid Transit Act, §§ 26, 27, 28. Carrying of mails; extra trains therefor. § 26. Any corporation or person operating a railroad under any provision of this act or of any act supplementary hereto or amendatory hereof shall, when applied to by the postmaster-general, convey the mails of the United States on their road or roads respect- ively; and in case the parties can not agree as to the rate of trans- portation therefor, and as to the time, rate of speed, manner and conditions of carrying the same, it shall be lawful for the governor of this state to appoint three commissioners, who, or a majority of them, after fifteen days’ notice in writing of the time and place of meeting to the corporation, shall determine and fix the prices, terms and conditions aforesaid; but such price shall not be less for carrying said mails in the regular passenger trains than the amount which such corporation would receive as freight on a like weight of merchandise transported in their merchandise trains, and a fair compensation for the post-office car. And in case the postmaster- general shall require the mail to be carried at other hours, or at a higher speed than the passenger trains are run, the corporation shall furnish an extra train for the mail and be allowed an extra com- pensation for the expenses and wear and tear thereof, and for the service to be fixed as aforesaid. (Thus amended by L. 1895, ch. 519.) Ejection of passenger refusing to pay fare. § 27. If any passenger shall refuse to pay his fare, it shall be lawfu! for the conductor of the train and the servants of the corpo- ration to put him and his baggage out of the cars, using no unneces- sary force, at any usual stopping place, on stopping the train. Accommodations for the conveyance of freight and passengers. § 28. Every such corporation shall start and run its cars for the transportation of passengers and property at regular times, to be fixed by public notice; and shall furnish sufficient accommoda- tions for the transportation of all such passengers and property as shall, within a reasonable time previous thereto, be offered for transportation at the place of starting and the junction of other rail- roads, and at usual stopping places established for receiving and discharging way passengers and freight for that train; and shall take, transport and discharge such passengers and property at, from and to such places, on the due payment of the freight or fare legally authorized therefor; and shall be liable to the party aggrieved in an action for damages, for any neglect or refusal in the premises. 526 APPLICABLE Onty to New Yorx Ciry. The Rapid Transit Act, §§ 29, 30, 31, 32. Intoxication of employes. § 29. If any person shall, while in charge of a locomotive engine running upon the railway of any such corporation, or while acting as the conductor of a car or train of cars on any such railroad, be intoxicated, he shall be deemed guilty of a misdemeanor. Willful injury to property. § 30. If any person or persons shall willfully do, or cause to be done, any act or acts whatever, whereby any building, construction or work of or on any part of any railroad either constructed or operated under any provision of this act or of any act supplementary hereto or amendatory hereof, or under any provision of any contract made under this act or any act supplementary hereto or amendatory hereof, or any engine, machine or structure, or any matter or thing apper- taining to the same, shall be stopped, obstructed, impaired, weakened, injured or destroyed, the person or persons so offending shall be guilty of a misdemeanor, and shall forfeit and pay to the owner of such building, construction, works, engine, machine, structure, matter or thing treble the amount of damages sustained in consequence of such offense. (Thus amended by L. 1895, ch. 519.) Dissolution by legislature. § 31. The legislature may, at any time, annul or dissolve any corporation formed under this act; but such dissolution shall not take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which shall have been pre- viously incurred. Extension of route; terminal and other facilities; plans; compensa- tion; consents, how obtained. § 32. The said board of rapid transit railroad commissioners may also from time to time, as in this section hereinafter provided, grant a right or rights, franchise or franchises or enter into a contract or contracts, upon application to said board of any railroad corporation owning or actually operating a railroad wholly or in part within the limits of the city in which the said board has power to act, or of any railroad corporation now or hereafter incorporated and for the pur- pose so declared in its articles of association, of constructing and operating a tunnel railroad or railroads in the said city to be con- nected with any railroad or railroads within the state of New York or any adjoining state and thereby forming a continuous line for the carriage of passengers and property between a point or points within and a point or points without the said city. If and when in the judgment of said board the public interests so demand, the said board may by the concurrent vote of six of its members fix and determine the route or routes by which any such railroad corporation making such application may connect with other railroads or the stations thereof, or with ferries, or may establish and construct or extend its lines within said city, and may authorize any such railroad corpo- ration to lay an additional track or tracks on, above, under or con- tiguous to a portion or the whole of the route or routes of its rail- APPLICABLE Onty TO New Yor City. 527 The Rapid Transit Act, § 32. way or railways within said city, or to acquire terminal or other facilities necessary for the accommodation of the traveling public on any street or place except the place now known as Battery park on which said railway shall be located; and may also authorize any such railroad corporation to lay its tracks and operate its railway to any terminal or terminals within the said city, and to construct and operate any such railroad or connecting railroad under any lands, streets, avenues, waters, rivers, parkways, highways or public places in the said city, with all necessary sidings, platforms, stations, facilities for access to the surface and other appurtenances and with the right to emerge to the surface upon private lands at the termini, and to transport over the same passengers or freight or both, and to run over the same either passenger trains or freight trains or mixed trains. The said board shall fix and determine the locations and plans of construction of the railways upon such route or routes and of such tracks and facilities, the times within which they shall be respectively constructed, the compensation to be made therefor to the city by the railroad corporation to which the grant shall be made, and such other terms, conditions and requirements as to the said board may appear just and proper,— provided, however, that every such deter- mination, authorization and license shall be made upon the condition that the railroad corporation to which the grant shall be made shall, from the time of the commencement of the operation of any such railway or track or tracks under such determination, authorization or license, annually pay to the said city a sum or rental, and that the amount of such sum or rental for a period of not more than twenty- five years, beginning with such operation of any such railway track or tracks, shall be prescribed by the said board in such determination, authorization or license, and that every such determination, authoriza- tion and license shall provide for the readjustment of the amount of such sum or rental at the expiration of the period for which the same shall be so prescribed and for readjustment from time to time in the future of the amount of such annual payment at intervals each of not more than twenty-five years. A certificate shall be prepared by the said board, attested by its seal and the signature of its presid- ing officer, setting forth in detail the action taken and grant made by the said board with respect to such connecting or extended route or routes and such tracks and facilities, and the terms, conditions and requirement aforesaid, including provisions as to the said annual pay- ments and the future readjustments thereof. A like certificate shall be prepared in like manner upon every modification of the terms of the contract as hereinafter provided. Each such certificate shall pre- scribe the 4erms and conditions of the readjustments of such annual payments and may provide for the determination of such amount upon such readjustments by arbitration or by the supreme court. Such certificate shall be delivered to said railroad corporation upon the receipt by said board of a written acceptance of the terms, conditions and requirements of the grant, duly executed by said railroad corpo- ration, so as to entitle it to be recorded. The said certificate shall be filed in the office of the secretary of state, and a duly certified 528 APPLICABLE Onty To New Yorx Cry. - The Rapid Transit Act, § 32. copy thereof shall be filed in the office of the clerk of the county in which the said city is situated, and thereupon, and upon fulfilment by such railroad corporation, so far as it relates to such railroad or railroads, connections, additional track or tracks, or facilities, of such of the requirements and conditions as are necessary to be fulfilled in such cases, under section eighteen of article three of the constitution of this state, and upon fulfilment by such railroad corporation of such other terms, conditions and requirements enumerated in said certifi- cate, as the said board may require to be fulfilled as a condition precedent to commencing said work, said railroad corporation shall in such cases possess in addition to its already existing franchises all the powers conferred by this act upon corporations specially formed thereunder, with respect to its railways authorized to be constructed as aforesaid, and when any route or routes, additional track or tracks, or terminal or other facilities, rights or franchises, shall be so fixed and determined, and a certificate as aforesaid shall have been duly filed, such railroad corporation may construct the same with all the tights, and with like effect as though the same had been a part of the original route of its railway then in actual operation, or as may be provided in said certificate but in every case subject to all the provisions and conditions of the said certificate. Jvery certificate prepared by the board of rapid transit railroad commissioners as afore- said when delivered to and accepted by such railroad corporation, shall be deemed to constitute a contract between the said city and said railroad corporation, according to the terms of the said certificate; and such contract shall be enforceable by the said board acting in the name of and in behalf of the said city or bv the said corporation ac- cording to the terms thereof, but subject to the provisions of this act. The terms of such contract may from time to time, with the consent of such corporation, be modified by the board of rapid transit railroad commissioners by the vote of six of its members. But the construction and operation of such railroad or railroads connections, extensions, additional track or tracks, or facilities, are hereby author- ized only upon the condition that the consent of the owners of one- half in value of the property bounded on, and the consent also of the local authorities having the control of that portion of a street or highway upon, above or under which it is proposed to construct or operate the same, be first obtained, provided that such local au- thorities shall, upon the presentation to them of any such grant or contract, without requiring the execution of any other agreements than those herein provided for, either approve or disapprove the same; and every such approval, shall be and be deemed to be, free of all limitations except those contained in this act or the constitution of the state. In case the consent of such property owners cannot be ob- tained, the appellate division of the supreme court in the department in which such railroad, railroads, connections, extensions, track or tracks or facilities are proposed to be constructed, may, upon applica- tion, in the same manner and on the same notice specified in section five of this act, appoint three commissioners, who shall determine after a hearing of all parties interested, whether the same ought to APPLICABLE Onty To New Yorx Crry. 529 The Rapid Transit Act, § 33. be constructed or operated, and their determination, confirmed by the court, may be taken in lieu of the consent of such property owners. Nothing in this act contained shall be construed as interfering in any way with the jurisdiction, powers and duties of the board of railroad commissioners of the state of New York, nor shall any grant or con- tract be made hereunder affecting in any way the liabilities and obli- gations of the grantee or contracting railroad corporation with refer- ence to taxation for state or local purposes. The state of New York shall not be liable for injuries to persons or property in connection with any railroad or other construction which may be authorized under the provisions of this act, nor shall the state of New York be liable for any damages in any event for any act or omission of the board of rapid transit railroad commissioners. (Thus amended by L. 1895, ch. 519; L. 1902, ch. 584.) Removal and restoration of tracks of other railways; compensation for damages caused thereby. 'Y § 33. Wherever or whenever the route selected by the said board of rapid transit railroad commissioners for the construction of such railway shall intersect, cross or coincide with any railway track or tracks occupying the surface of any street or avenues, or the construc- tion or operation of said railway shall interfere with any pipes, sewers, subways, or underground conduits or ways, any corporation organized under this act, or any contractor or person constructing any railway or part of a railway under any contract made with the board of rapid transit railroad commissioners, is hereby authorized, for the purpose of constructing the said work to remove the track or tracks of any such surface railway or railways, or any such pipes, sewers, subways, or underground conduits or ways, but the same shall be done in such manner as to interfere as little as possible with the practical operation or workings of such surface railway or railways, or the works or business of the owners of any such pipes, sewers, subways, or under- ground conduits or ways, and upon the construction of such railways built under and in conformity with the provisions of this act, where such removals or changes have been made, said track or tracks, pipes, sewers, subways or underground conduits or ways shall be restored as nearly as may be to the condition in which they were previous to the construction of any such railway built under the provisions of this act, and any damages which such company or companies or owners may sustain shall be ascertained by a commission to be ap- pointed the same as in the case where lands are taken for the purpose of a railway route or routes as hereinbefore provided in this act. For the purpose of the construction or operation of any railway under the provisions of this act, the board of rapid transit railroad com- missioners may remove or cause to be removed, any pipes, sewers, subways or underground conduits or ways underneath any street, highway, park, or public place; provided, however, that the same shall be replaced as soon as practicable, either in the same position as before or in a secure and convenient position underneath such street, highway or public place, or underneath such other street, ‘ 84 530 AppLicaBLE Onty to New Yorx Crry. The Rapid Transit Act, § 34. highway or public place as may be approved by the head of the de- partment of public works of the city. Provided, however, that nothing in this section contained shall authorize the permanent re- moval from any street, highway, park or public place of any sub- ways or conduits for the reception of electrical conductors which shall have been placed in such street, highway or public place prior to the construction of the rapid transit railroad. All such re- movals and restorations shall be made at the proper cost and charge of such corporation, contractor or person as may have made such removals, but subject to the provisions of its, his, or their contract, if any, with the board of rapid transit railway commissioners. Nothing contained in this act shall authorize any corporation formed thereunder to use the tracks of any horse railway. For the purpose of facilitating construction, and to diminish the period of occupancy of any street for the transportation of material, any contractor acting under a contract made in pursuance of this act, or of any act supplementary hereto or amendatory hereof, may, with the approval of the board of rapid transit railroad commission- ers, lay upon or over the surface of any street, temporary tram- ways, to be used only for the removal of excavated materials or the transportation of material for use in the construction; provided, however, that any such tramway shall be forthwith removed upon the direction of the board of rapid transit railroad commissioners; and provided, further, that this provision shall not be construed to authorize the construction or operation of any street railroad or to grant to any corporation, association or individual the right to lay down railroad tracks. (Thus amended by L. 1895, ch. 519, and L. 1896, ch. 729.) Construction of railway at expense of city; determination by vote of people ; contracts for construction, maintenance and operation of road ; rate of fare ; rental for lease of road. § 34. In case the people shall determine by vote, as provided in sections twelve and thirteen of chapter seven hundred and fifty- two of the laws of eighteen hundred and ninety-four, that any such railway or railways shall be constructed for and at the expense of such city, then and in that event it shall be the duty of said board to consider the routes, plans and specifications, if any, previously laid out and adopted by them or their predecessors, and for which the consents have been obtained referred to in section five of this act: and either to proceed with the construction of such railway APPLICABLE Onty To New York Crry. 531 The Rapid Transit Act, § 34. or railways, and provide for the operation of the same, as herein: after provided, or to change and modify the said routes, plans or specifications in such particulars as to said board may seem to be desirable, or from time to time and with or without reference to former routes or plans to adopt other or different or additional routes, plans and specifications for such. railway or railways, pro- vided always, that in all cases in which any such change or modifi- cation shall be of such character as to require the consents thereto referred to in section five of this act; and in all cases where other or different routes or general plans may have been so adopted the said board shall proceed to secure the consents required to be ob- tained by section five of this act as therein set forth. If any city has been or shall have been formed by the union or consolidation of one or more cities and other territory, and if in or for one of such cities so consolidated or united there shall have been a board of rapid transit railroad commissioners as provided in this act, the board of rapid transit railroad commissioners for the said city formed by such union or consolidation shall have for and within such city so formed all the powers, and be subject to all the duties and responsibilities, which at the time of such union or consolida- tion belonged to the board of rapid transit railroad commissioners of the former city so as aforesaid possessing such board for or in or with respect to such former city. If in such former city the vote of the qualified electors thereof shall have been for municipal construction of rapid transit road as prescribed in sections twelve and thirteen of chapter seven hundred and fifty-two of the laws of eighteen hundred and ninety-four, then the system of municipal construction of rapid transit railways provided for in this act and all of the provisions with respect thereto in this act contained shall be applicable to, and in full force within, all the districts or bor- oughs and throughout the entire area of the said city formed by such union or consolidation. The board of rapid transit railroad commissioners for any city shall, prior to the time of the final grant of any franchise under the provisions of this act or the making of a contract for construction and operation of any railroad under the provisions of this act have power to rescind and revoke any resolution or resolutions of such board adopting any routes or general plan for a rapid transit railroad adopted by such board and, in the discretion of such board, in lieu thereof to adopt new routes and general plan. Every such rescindment or revocation 532 APPLICABLE Onty To New York Cry. \ The Rapid Transit Act, § 34. which shall have been heretofore made shall be deemed to havg been lawful and authorized by this act as the same was prior to the present amendment hereof. As soon as such consents, where necessary, shall have been obtained for any rapid transit railroad or railroads, and the detailed plans and specifications have been prepared as provided in section six of this act, the said board, for and in behalf of said city, shall enter into a contract with any per- son, firm or corporation, which in the opinion of said board shall be best qualified to fulfil and carry out said contract, for the con- struction of such road or roads upon the routes and in accordance with the plans and specifications so adopted, for such sum or sums of money, to be raised and paid out of the treasury of said city, as hereinafter provided, and on such terms and conditions, not in- consistent with the aforesaid plans and specifications, as said board shall determine to be best for the public interests. And said board may in any case contract for the construction of the whole road, or all the roads provided for by the aforesaid plans in a single con- tract, or may by separate contracts, executed from time to time, provide for the construction of parts of said road or roads or for the construction at first of two or more tracks over a part or parts of such road or roads and afterwards of one or more additional tracks over a part or parts of such road or roads as the necessities of said city and the increase of its population may in the judgment of said board require. The board may also, in a contract for a part of any such rapid transit railroad insert a provision that, at a future time, upon the requirement of the board, the contractor shall con- struct the remainder or any part of the remainder of said road, as the growth of population or the interests of the city may, in the judgment of the board, require, and may, in such contract, insert a provision of a method for fixing and ascertaining at such future time the amount to be paid to the contractor for such additional construction, and to the end of such ascertainment, may provide for arbitration or for determination by a court of the amount of such compensation, or of any other details of construction which shall not be prescribed in the contract, but which shall be deemed necessary or convenient by said board. Any such contract may provide, if the public interest shall, in the opinion of the board, justify the provision, that the construction of any section or por- tion of the railroad included in such contract, may, with the con- sent of the board, be suspended during the term of operation of the railroad as hereinafter mentioned, or any part of such term; ‘AppLicaBLeE Onty tro New Yorx Crry. 533 The Rapid Transit Act, § 34. provided, that during such term or part of term the contractor shall use, in lieu of such portion of the road, a railroad owned or leased by the contractor or a portion or section thereof, which shall, with the railroad or portion of railroad constructed by it under its contract with the board, form a continuous and con- venient route. Every such contract shall also provide that the person, firm or corporation so contracting to construct said road or roads shall, at his, or its own cost and expense, equip, maintain and operate said road or roads for a term of years to be specified in said contract, not less than thirty-five nor more than fifty years, and upon such terms and conditions as to the rates *or fare to be charged and the character of service to be furnished and otherwise as said board shall deem to be best suited to the public interests, and subject to such public supervision and to such conditions, regulations and requirements as may be determined upon by said board; provided, that in case the contract shall provide for con- struction at different times or at intervals of time of different parts of a road, or if the contract shall provide for the use by the con- tractor of an existing railroad as part of continuous route as afore- said, then and in any such case the board of rapid transit railroad commissioners may, in its discretion, prescribe periods for the operation of the different parts of said road so that at one period of time in the future the board may be enabled to make a single operating contract or lease of the entire road. Every such con- tract shall further provide by proper stipulations and covenants on the part of the said city, that the said city shall secure and assure to the contractor, so long as the contractor shall perform the stipu- lations of the contract, the right to construct and to operate the toad as prescribed in the contract, free of all right, claim or other interference, whether by injunction, suit for damages or otherwise, on the part of the owner, abutting owner, or other person. Every such contract shall further provide that the person, firm or corpo- ration so contracting to construct, maintain and operate said road shall annually pay into the treasury of said city, as rental for the use of said road, a sum which shall not, except as hereinafter pro- vided, be less than the annual interest upon the bonds to be issued by said city for the construction of said road as hereinafter pro- vided for, and in addition to said interest, a further sum which shall be equal to a percentage of not less than one per centum upon the whole amount of said bonds; provided, that in estimating such * So in the original. 534 APPLICABLE Onty To New Yorx Crry. The Rapid Transit Act, § 34. annual interest and additional percentage there shall be deducted from the amount of said bonds the amount thereof issued to pay for rights, terms, easements, privileges or property other than lands acquired in fee. And provided, further, that the said contract may, in the discretion of the said board, provide that the payment of the said further sum of not less than one per centum upon the amount of said bonds as aforesaid, shall begin at a date not more than five years after the date at which the payment of rental shall begin, and that the said annual rate, instead of one per centum, may be a rate not less than one-half per centum for a further period not exceeding five years; but in case the contractor shall, during any year in which the said payment of one per centum shall be suspended or reduced as aforesaid, earn a greater profit upon his, its or their net capital invested in the enterprise than five per centum, then the surplus of his, its or their earnings for such year up to the extent of at least one per centum shall be paid as rental as aforesaid. Such rental and the term for the operation of the railroad included in any such contract shall begin, as to said road, or any section thereof, when the same shall be declared by the board of rapid transit railroad commissioners to be completed and ready for operation. For the purpose of estimating such one per centum per annum upon the ascertainment of the amount of such rental, there shall be included such portion of the said bonds as shall have been issued to pay interest on bonds theretofore issued under the provisions of this act, except bonds issued to pay for rights, terms, easements, privileges or property other than lands acquired in fee. The aforesaid annual rental shall be paid at such times during each year as said board shall require, and shall be ap- plied first to the payment of the interest on said bonds, as the same shall accrue and fall due, and the remainder of said rental not required for the payment of said interest shall be paid into the sinking fund, for the payment of the city debt, if there shall be such sinking fund in said city, or, if there be none such, then said balance of said rental shall be securely invested, and, with the annual accretions of interest thereon, shall constitute a sinking fund for the payment and redemption at maturity of the bonds is- sued, as hereinafter provided. Any such contract may also pro- vide for a renewal or renewals of the lease of said road upon the expiration of the original term and of any renewals of the same, upon such terms and conditions as to said board may seem just and proper, and may also contain provisions for the valuation of APPLICABLE Onty To New Yorx Ciry. 535 The Rapid Transit Act, § 34. the whole or a part of the property of said contracting person, firm or corporation, employed in and about the equipment, main- tenance and operation of said road, and for the purchase of the same by the city, at such valuation, or a percentage of the same, should said lease not be so renewed at any time. Any such con- tract may provide for the construction of said road in sections, and, except as herein otherwise provided, every such contract shall specify when the construction of the railroad included therein or the several sections of the same shall be commenced, and, in each case, the date of completion. It shall also state the date on which the operation of the road, or of any section thereof, shall vommence. The person, firm or corporation so contracting for the construction, equipment, maintenance and operation of the rail- road or railroads included in any such contract shall give a bond to said city, in such amount as said board of rapid transit railroad commissioners shall require, and with sureties to be approved by said board, who shall justify each in double the amount of his lia- bility upon said bond. Said bond shall be a continuing security, and shall provide for the prompt payment by said contracting per- son, firm or corporation, of the amount of annual rental specified in the aforesaid contract, and also for the faithful performance by said contracting person, firm or corporation of all the conditions, covenants and requirements specified 4nd provided for in said con- tract. In lieu of said continuing bond such contracting person, firm or corporation may, upon the approval of the said board, de- posit with the comptroller or other chief financial officer of such city cash equal in amount to the entire amount of the said bond or securities which are lawful for the investment of the funds of savings banks within this state and are worth not less than the entire amount of such bond. If such bond shall have been given then after the deposit of cash and securities in lieu thereof as afore- said, and the approval thereof by the said board, the said bond shall be surrendered by the said city to the said contracting person, firm or corporation duly cancelled by the comptroller or other chief financial officer of the said city. In the event of the deposit of cash or securities as aforesaid, the contract may provide for the payment to the contractor of the income of such securities or of interest upon such monies at a rate not higher than the highest rate received by the city upon the deposit of its funds with banks, and may also provide for withdrawal of securities so deposited upon deposit of cash or securities of the same value, provided that all 536 AppiicaBLE Onty To New Yorx Cry. The Rapid Transit Act, § 34. such securities shall be such as are so lawful for the investment of the funds of savings banks. The said contracting person, firm or corporation shall also simultaneously with the execution and de- livery of every such contract, deposit with the comptroller or other chief financial officer of such city the sum of one million*dollars in cash or in securities of a value not less than one million dollars, which securities shall be of a character of those in which the sav- ings banks of this state are authorized by law to invest moneys, and shall be approved by the board of rapid transit railroad com- missioners, which cash or securities shall, under such terms and conditions as shall be provided in the said. contract, be further security for the faithful performance by such contracting person, firm or corporation of all the covenants, conditions and require- ments specified and provided for in said contract relating to the construction and equipment of said road, and the city in and for which said road shall be constructed shall also have a first lien upon the rolling stock and other property of said contracting person, firm or corporation, constituting the equipment of said road and used or intended for use in the maintenance and operation of the same, as further security for the faithful performance by such con- tracting person, firm or corporation of the covenant, conditions and agreements of said contract, on his, their, or its part to be ful- filled and performed, and in case of the breach of any such cove- nant, condition and agreement said lien shall be subject to fore- closure by action, at the suit of such city, in the same manner, as far as may be, as is then provided by law in the case of foreclosure by action of mortgages on real estate. The said board of rapid transit railroad commissioners may, however, from time to time, by a concurrent vote of six of the members of said board, relieve from such lien, any of the property to which the same may attach, upon receiving additional security, which may be deemed by said board so voting to be the equivalent of that which it is proposed to release and otherwise upon such terms as to such board so voting shall seem just. The said board may in or by any such contract and its discretion require, and this act, as the same was prior to the present amendment thereof shall be deemed to have authorized the said board to have heretofore required any other security upon any such contract. Upon the completion of the construction and equipment of the railroad or railroads provided in any such con- tract to the satisfaction of said board, and when the operation of the same shall have commenced pursuant to said contract, it shall ApPlicaBLeE Onty to New Yorx Crry. 537 The Rapid Transit Act, § 34. be the duty of the comptroller or other chief financial officer to pay to the said contracting person, firm or corporation said sum of one million dollars in cash or the said securities so to be depositéd as above provided as security for construction and equipment, and the said contracting person, firm or corporation shall also be then entitled to be credited upon the rental which he, they or it shall have contracted to pay to said city for the use of said road a sum which shall be equal, as the case may be, either to the interest on the sum of one million dollars for the time of such deposit at the rate of interest provided for in the bonds which shall have been issued and sold by the city to provide for the construction of said road, or to the interest, dividends or other income which said city shall have received from the said securities. The said contract shall further provide that in case of default in paying the annual sum or rental therein provided for, or in case of the failure or neg- lect on the part of said contracting person, firm or corporation, faithfully to observe, keep and fulfill the conditions, obligations and requirements of said contract, the said city, by its board of rapid transit railroad commissioners, may take possession of said road and the equipment thereof, and as the agent of said contract- ing person, firm or corporation, either maintain and operate said toad, or enter into a contract with some other person, firm or cor- poration for the maintenance and operation thereof, retaining out of the proceeds of such operation, after the payment of the neces- sary expenses of operation and maintenance, the annual rental hereinbefore referred to, and paying over the balance, if any, to the person, firm or corporation with whom the first contract above mentioned was made, and if such proceeds of the operation of said road, after the payment of the necessary expenses of maintenance and operation, including the keeping in repairs of the rolling stock and other equipment, shall in any year be less than the annual rental hereinbefore referred to and provided in the first contract, then and in that case, the said contracting person, firm or corpora- tion, and his or its bondsmen, shall be and continue (but in the ease of any bond hereafter executed each bondsman only to the extent of the liability expressly assumed by him upon the bond) jointly and severally liable to the aforesaid city for the amount of such deficiency, until the end of the full term for which the said first contract was originally made. No contract entered into under authority of this act shall be assigned without the written consent of the said board of rapid transit railroad commissioners, concurred 538 AppLicaBLE Onty To New Yorx Crry. es, The Rapid Transit Act, § 34. in by six members of said board. The said contracting person, firm or corporation, with such written consent and upon such terms and conditions as the said board shall prescribe, may either assign the whole of such contract or separately the right or obligation to main- tain and operate the said road or roads fer the remainder of the term of years specified in such contract and all rights with respect: to such maintenance and operation, or included in the leasing provisions of such contract, but subject to all the terms and conditions therein stated; provided, however, that the assignee or assignees shall, in and by such assignment, assume all of the obligations of the original contractor under or with respect to such leasing provisions and all obligations which relate in any way to such operation and mainte- nance, and provided, further, that the said board before giving its consent shall be satisfied that the pecuniary responsibility of the assignee or assignees shall be no less than that of such original con- tractor; and provided, further, that all of the security or securities which the city shall have received for the performance by the original contractor of such leasing provisions and of all provisions of the con- tract with respect to such operation and maintenance shall continue in full force as provided in such contract, or any modification thereof, as security for the performance by such assignee of all obligations of the contractor under or with respect to such leasing provisions and such maintenance or operation. It shall be deemed to be part of every such contract that, in case the board of rapid transit railroad commissioners shall cease to exist, the legislature may provide what public officer or officers of the city shall exercise the powers and duties belonging to the board of rapid transit railroad commissioners under or by virtue of any such contract, and that in default of such provision, such powers and duties shall be deemed to be vested in the mayor of the city. Every such contract shall provide that if the contracting person, firm or corporation shall fail to construct or operate the railway according to the terms of the contract, and shall, after due notice of its default, omit for more than a reasonable time to comply with the provisions of such contract, the board of rapid transit railroad commissioners may ‘bring an action in the name and in behalf of the city to forfeit and vacate all the rights of such con- tracting person, firm or corporation under such contract, and for damages and otherwise as may be necessary for the sufficient and just protection of the rights of the city; or may, upon such terms as to the board of rapid transit railroad commissioners seem just, and with such person or corporation as to the said board may seem proper, make another operating contract and lease of the said road for the residue of the term of the contractor in default; and may bring action in the name and on behalf of the city to recover from the.contractor the amount due from the contractor, less the amount which shall have been received by the city, under or by virtue of such new contract, and for all other damages sustained by the city by reason of such default. The said board may by any such contract determine when and how the work of construction of the rapid transit railroad or railroads included therein shall proceed. Any existing railway cor- APPLICABLE Onty to New Yorx Crry. 539 The Rapid Transit Act, § 34. poration owning or ‘actually operating a railway wholly or in part within the limits of the city in and for which said board has power to act, and approved by: the said board of rapid transit railroad com- missioners, shall be competent and is hereby authorized to enter into any contract for the construction and operation of any railway pur- suant to the provisions of this chapter; or, after such a contract shall have been made, shall be competent and is hereby authorized, with the approval of the said board, to contract with the original con- tractor or his assignee or assignees for the maintenance and opera- tion (including the equipment thereof) of any railway constructed or in process of construction pursuant to the provisions of this chapter, and shall have all the powers necessary to the due performance of such contract. A corporation may be organized under the railroad law of this state, for the purpose of undertaking the construction and operation of a railway pursuant to the provisions of this act, or for the purpose of maintaining and operating a railway (including the equipment thereof) already constructed or in process of construction pursuant to the provisions of this chapter, or for both such purposes; and any corporation so organized, upon the approval in writing of the said board of rapid transit railroad commissioners, shall, in ad- dition to the powers conferred by the general act under which such company is organized, be empowered, and is hereby authorized to enter into any contract permitted by law for the construction and operation, or for the maintenance and operation when constructed (including the equipment thereof if desired), as the case may be, of any such railway constructed or to be constructed at the expense of the city as in this act provided. The certificate of such approvak shall be filed in the office of the secretary of state, and a copy thereof certified to be a true copy by the secretary of state or his deputy, shall be evidence of the fact therein stated. A corporation so organized shall not be required to procure the consent of the board of railroad commissioners of the state as provided for in section fifty-nine of the railroad law. Where in this section the consents referred to in section five of this act are mentioned, they shall be construed. to include any consent given by the commissioners appointed by the general term or appellate division of the supreme court, and confirmed by the said general term or appellate division in lieu of the consent of property owners as hereinbefore provided. (New provisions added by L. 1894, ch. 752, as amended by L. 1895, ch. 519; L. 1896, ch. 729; L. 1900, ch. 616; L. 1902, ch. 544.) The Appellate Division has power to confirm a report, subject to certain conditions as to security required of the contractor. (Matter of Rapid Transit Comrs., 26 App. Div., 608.) The principle of local self-government is not infringed by this law. (Sun Pubg. Assn. v. Mayor, etc., 8 App. Div., 230; aff’d, 152 N. Y., 257.) The provision authorizing the board to contract for the construction and lease of the road for a long term of years does not violate the con- stitutional provision that “no county, city, town or village shall here- after give any money or property, or loan its money or credit to or in aid of any individual association or corporation.” (Sun Publishing Assn. v. Mayor, ete., 152 N. Y., 257, aff’g 8 App. Div., 230.) A city has a right to lease its property. (Sun Pubg. Assn. v. Mayor, ete, 8 App. Div., 230; aff’d, 152 N. Y., 257.) 540 APpPpLicaBLE Onty To New Yorx Cry. The Rapid Transit Act, § 35. The proposed construction by the city, at its own expense, 2f a railroad, under the Rapid Transit Acts, on the failure of private enterprise to intervene, is necessary for the welfare of the people, is public in char. acter, and, hence, is for a “city purpose.’ (Sun Publishing Assn. y, Mayor, ete., 152 N. Y., 257, aff’g 8 App. Diiv., 230.) The provision of article 8, section 10, of the Constitution, that “no county, city, town or village shall hereafter give any money or property, or loan its money or credit to or in aid of any individual, association or corporation, or become directly or indirectly the owner of stock in, or bonds of, any association or corporation,” does not prohibit municipalities from constructing their own roads and paying therefor, when necessary and authorized by the Legislature, and does not apply to a railroad con- structed or owned by a municipality, or affect the character of the use or the purpose for which it was constructed. (Sun Publishing Assn. y. Mayor, etc., of New York, 152 N. Y., 257, aff’g 8 App. Div., 230.) To constitute a “city purpose,” within the meaning of the provision of article 8, section 10, of the Constitution, which prohibits cities from incurring any indebtedness except for a city purpose, the purpose must be necessary for the common good and general welfiare of the people of the municipality, sanctioned by its citizens, public in character and authorized by the Legislature. (Sun Publishing Assn. v. Mayor, etc., 152 N. Y. 257, aff’g 8 App. Div., 230.) Railroads are highways, and as such may properly be deemed to be for municipal purpose, when constructed by a municipality. (Id.) Railroads being necessary for the common welfare of the people, (required for their use and public in character, are for a “ city purpose,” within the meaning of the Constitution, when authorized by the Legis- lature and constructed and owned by the city in whose territory they are located. (Id.) The question whether the municipal construction of a rapid transit railway within the city limits for the benefit mainly of the people of the city is inherently a city purpose, is one which must be determined apart from the machinery provided for effecting that purpose, as the statutory provisions regulating the construction, control and operation of such a railway have no weight in determining whether such a road is a legitt- mate city purpose. (Sun Publishing Assn. v. Mayor, ete., 8 App. Div., 250; aff’d, 152 N. Y. 257.) The fact that the rapid transit commissioners are appointed directly by the Legislature, and tthe fact that the statute contemplates the leasing of the railroad when it is constructed, have no significance in the decision of the question. (Id.) See Matter of Rapid Transit R. R. Comrs., 5 App. Div., 290. Lessee of road; exemption from taxation. § 35. The equipment to be supplied by the person, firm or cor- poration operating any such road shall include all rolling stock, motors, boilers, engines, wires, ways, conduits and mechanisms, machinery, tools, implements and devices of every nature whatso- ever used for the generation or transmission of motive power and including all power-houses, and all apparatus and all devices for signaling and ventilation. Such person, firm or corporation shall be exempt from taxation in respect to his, their or its interest under said contract and in respect to the rolling stock and all other equipment of said road, but this exemption shall not extend to any real property which may be owned or employed by said person, firm or corporation in connection with the said road. (Added by L. 1894, ch. 752; am’d by L. 1896, ch. 729; L. 1900, ch. 616.) APPLICABLE Onty To New York Ciry. 54} The Rapid Transit Act, §§ 36, 37. Advertising for proposals. § 36. The said board of rapid transit railroad commissioners before awarding any contract or contracts shall advertise for pro- posals for such contracts by a notice to be printed twice a week for three successive weeks in no less than four of the daily newspapers published in said city, and in such newspapers published elsewhere than in said city as said board shall determine. Such notice shall set forth and state the points within said city, between which said road or roads is or are to run, the general method of construction, the route or routes to be followed, the term of years for which it is proposed to make such contract, and such other details and specifica- tions as said board shall deem to be proper. Said notice shall state the time and place at which said proposals will be opened, and the said board shall attend at the time and place so speeified, and shall publicly open all proposals that shall have been received, but the said board shall not be bound to accept any proposals so received, but may reject all such proposals and readvertise for proposals in the manner hereinbefore provided, or may accept any of such pro- posals as will, in the judgment of such board, best promote the pub- lic interest, and award a contract accordingly. (New, added by L. 1894, ch. 752, and amended by L. 1895, ch. 519.) Bonds; issue of to provide for construction. 4 § 37. For the purpose of providing the necessary means for such construction, at the public expense, of any such road or roads and the necessary means to pay for lands, property, rights, terms, privileges and easements, whether of owners, abutting owners, or others, which shall be acquired by the city for the purposes of the construction or the operation of such road or roads as hereinafter provided, and of meeting the interest on the bonds in this section hereinafter provided for accruing thereon prior to the completion and readiness for operation of the portion of such road or roads for the construction of which such bonds shall have been respectively issued, the board of estimate and apportionment, or other local authority in said city, in which such road or roads are to be con- structed, having power to make appropriations of moneys to be raised by taxation therein, from time to time, and as the same shall be necessary, and upon the requisition of said board of rapid transit railroad commissioners, shall direct the comptroller, or other chief financial officer of said city, and it shall thereupon become his duty, to issue the bonds of said city at such a rate of interest, not exceed- ing three and one-half per centum per annum, as said board of _Question of indebtedness of the city in connection with construction of rapid transit rail- 542 AppLicaBLE Onty to New Yorx Crry. The Rapid Transit Act, § 38. estimate and apportionment, or other local authority directing the issue of such bonds, may prescribe. Said bonds shall provide for the payment of the principal and interest in gold coin of the United States of America. They shall not be sold for less than the par value thereof, and the proceeds of the same shall be paid out and expended for the purposes for which the same are issued, upon vouchers certified by said board of rapid transit railroad commis- sioners. Said bonds shall be free from all taxation for city and county purposes, and shall be payable at maturity out of the sink- ing fund for the payment of the city debt, if there be such a sink- ing fund of said city; but if there be no such sinking fund, then out of a sinking fund to be established and created out of the annual rentals of said road as hereinbefore provided. But this provision that the said bonds shall be payable out of such sinking fund shall not diminish or affect the obligation of said city as a debtor upon said bonds, or any other right or remedy of any holder or owner of any such bonds, to collect the principal or interest thereof. The amount of bonds authorized to be issued and sold by this section shall not exceed fifty millions of dollars, par value, without the consent of the legislature first had and obtained, pro- vided, however, that such amount shall be increased by a sum not exceeding five millions of dollars, if the board of rapid transit rail- road commissioners shall certify that such increase is made neces- sary by payments required for any lands, property, rights, terms, easements or privileges which shall be acquired by the said city as hereinafter provided. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Contract and plans; changes or modifications. § 38. The board of rapid transit railroad commissioners, for and on behalf of the said city in which such road or roads may be constructed, may, from time to time, with the concurrence of six members of said board and the consent, in writing, of the bondsmen or sureties of the person, firm or corporation which has contracted to construct, equip, maintain and operate said road or roads, or any of them, agree with said contracting person, firm or corporation upon changes in and modifications of said contract, or of the plans and specifications upon which said road or roads is or are to be con- structed, but no change or modification in the plans and specifica- tions consented to and authorized pursuant to section five of this act shall be made without the further consent and authorization pro- vided for in said section; but in no event shall the annual rental te AprLicaBLE Onty to New York Crry. 543 The Rapid Transit Act, § 38 (a). be paid to said city, for the use of said road, be reduced below the minimum rate hereinbefore provided. (New, added by L. 1894, ch. 752, and amended by L. 1895, ch. 519.) § 38 (a). The board of directors of any company incorporated. for the purpose of constructing, maintaining or operating a bridge or bridges connecting a city of more than one million inhabitants with any other city in this state, and by the act of incorporation of which authority shall have been conferred or intended to be con- ferred, to construct, maintain or operate, as a part of or in connec- tion with its bridge, an approach or approaches thereto extending generally in an easterly and westerly direction, may determine in lieu of constructing such approach or approaches, to build, maintain and operate an elevated railway, the route of which shall be coinci- dent with the route of such approach or approaches as defined in said act, and shall adopt a general plan for the construction thereof, and which shall show the general mode of operation, and contain such details as to manner of construction as may be necessary to show the extent to which any street, avenue, or other public place is to be encroached upon and the property abutting thereon affected, a copy of which plan shall be transmitted to the common council of the city in which the same is to be located. Such proceedings shall thereupon be had by such common council as are provided by section five of this act, as though such plans had been transmitted by the rapid transit commissioners as contemplated in said section. Provided, that where in any such city the exclusive control of any street, route, highway or avenue, which is to be occupied by any railway or railways constructed under the provisions of this section is by law vested in any local authority other than the common council of such city, the approval of the aforesaid plans, and con- sent to the construction of a railway thereunder shall be given by such local authority in place of, and if required in addition to such approval and consent by such common council, and with like effect. Upon obtaining the approval and consent of the local authorities asin said section provided, the said board of directors shall take the necessary steps to obtain, if possible, the consent of the property owners along the line of ‘the said route or routes; ; and all proceed- ings in respect of such consents or when such consents cannot be obtained shall be similar in all respects to the proceedings in said section provided. Any consent of the local authorities to construct or operate such railway shall be given only upon the condition that the rate of fare upon such elevated railway shall not exceed five 544 APPLICABLE Onty to New Yorx Crry, The Rapid Transit Act, § 38 (a). cents for each passenger, and that payment of such fare shall entitle each passenger to or from said elevated railroad to free transit across the bridge or bridges with which it is intended to connect the same. When the consents of the local authorities and the prop- erty owners, or in lieu thereof, the authorization of the supreme court upon the report of the commissioners shall have been obtained, and the said company shall have accepted such condition it shall have all the powers of corporations formed under this act, it shall be authorized to build, construct, maintain and operate such elevated railway or railways, but all provisions of this act, or of any act requiring the sale of the right, privilege and franchise of con- structing, maintaining and operating such railway or railways, or requiring a corporation or corporations to be organized for the pur- pose of acquiring such right, privilege and franchise, and all other provisions of this act or of any act inconsistent with this section, are hereby declared inapplicable to such elevated railway and to such company. The entire route of any elevated railway con- structed under the provisions of this section shall not exceed three miles in length, nor shall any part of said railway except at the termini thereof be less than sixteen feet above any street, avenue or public place, or less than fourteen feet above any existing elevated railway which may be crossed, intervened or intersected thereby. The said railway may be located and constructed so as to cross any intersecting street, avenue, highway or place otherwise exempted, except that no public park shall be occupied or crossed thereby, the structure of such elevated railway shall be liable to taxation as pro- vided by law for similar structures. (New, added by L. 1892, ch. 102, and amended by L. 1895, ch. 519.) The section number of the foregoing was changed in 1895. Under the provisions of the foregoing section, which makes the author- ization of the Supreme Court a prerequisite to the right of a bridge com- pany to construct and operate an elevated railway as an approach to its bridge, in case of failure to obtain the consent of property owners, the power conferred upon the court is discretionary and exclusive, and its order refusing the authorization upon the merits, where no abuse of its diseretion is shown, is not reviewable by the Court of Appeals. (Matter of East River Bridge Co., 143 N. Y., 249; reported below, 75 Hun, 119.) When a report of commissioners, appointed under this section, is against the construction of an elevated railway, it is final, as there is no provision in the Rapid Transit Act for any action upon the part of the court unless the report of the commissioners is in favor of the con- struction of such railroad. (Matter of East River Bridge Co., 75 Hun, 119; Id., 143 N. Y., 249.) The Supreme Court, if it gives its consent to the con- APPLICABLE Onty to New York Crry. 545 The Rapid Transit Act, § 39. struction of such an elevated railway, cannot impose conditions in regard to the enterprise. (Id.) It would seem that the court should deny an application to confirm the report of commissioners deciding upon the construction of an elevated railroad, if the statute incorporating the corporation by which such under- taking is to be carried out affords no adequate assurance of sufficient capital to enable it to build the railway, or to respond to adjoining owners for resulting damages. (Matter of East River Bridge Co., 75 Hun, 119.) This section does not apply to the New York & Long Island Bridge Company in erecting such a bridge, with its approaches, as such com- pany can build under Laws of 1867, chapter 395, and its lawful amend- ments. (In re N. Y. & Long Island Bridge Co. v. Lenox, 148 N. Y., 540.) Power to acquire title to property. ¢¥§ 89. For the purpose of constructing or operating any road for the construction and operation of which a contract shall have been made by the board of rapid transit railroad commissioners, including necessary stations and station approaches, or for the pur- pose of operating or securing the operation of the same free of interference and right of interference and of action and right of action for damages and otherwise, whether by abutting owners or others, or to provide, lay or maintain conduits, pipes, ways or other means for the transmission of electricity, steam, water, air or other source or means of power or of signals or of messages necessary or convenient for or in the construction or operation of such road, or for the transportation of materials necessary for such construction or operation, or to provide a temporary or per- manent way or course for any such conduit, pipe or other means or source of transportation, said board for and in behalf of said city may acquire, by conveyance or grant to said city to be de- livered to the said board and to contain such terms, conditions, provisos and limitations as the said board shall deem proper, or by condemnation or other legal or other proceedings, as in this act provided, any real estate and any rights, terms and interest therein, any and all rights, privileges, franchises and easements, 35 , 546 ApPLicaBLE Onty To New Yorx Criry. The Rapid Transit Act, § 39. whether of owners or abutters, or others to interfere with the con- struction or operation of such road or to recover damages there for, which, in the opinion of the board, it shall be necessary to acquire or extinguish for the purpose of constructing and operat- ing such road free of interference or right of interference. The word “ property ” hereinafter used shall be deemed to include any such real estate, and any rights, terms and interest therein, and any such rights, privileges, franchises and easements, whether of owners, abutting owners, or others. Where any contractor for the construction or operation of any such railroad shall require any property for such construction and operation, such property shall be deemed to be required for a public purpose; and with the approval of the said board of rapid transit railroad commis- sioners the same may be acquired by the said contractor in all respects as such property may be acquired by the said board of rapid transit railroad commissioners for the said city, and all pro- ceedings to acquire the said property shall be conducted under the direction and subject to the approval of the rapid transit railroad commissioners. It shall be the duty of the board when- ever any property which the city shall have acquired as provided in this act shall be unnecessary for rapid transit purposes, to. sell and convey the same in behalf of said city, provided, how- ever, that no such sale or conveyance shall be made except with the approval of the board of estimate and apportionment of such city or, if no board of estimate and apportionment exists, then any other board or public body thereof on which is imposed the duty of making appropriations of public moneys for the purposes of its government, and provided further that the proceeds of any such sale or conveyance shall be applied in all respects as the payments of rental to be made by the contractor as provided in this act. (Added by L. 1894, ch. 752; am’d by L. 1895, ch. 519; L. 189€, ch. 729; L. 1901, ch, 587.) AppiicaBLeE Onty to New Yorx Crry. 547 The Rapid Transit Act, § 40. Entry upon lands and property; maps and plans to be made; filing of amended maps. § 40. It shall and may be lawful for said board, and for all persons acting under its authority, to enter in the day time into and upon any and all lands and property which it shall deem neces- sary to be acquired, or to which there may be appurtenant rights, terms, franchises, easements or privileges which it shall deem neces- sary to be acquired or extinguished by said city, for the purpose of making the maps or surveys hereinafter mentioned, and also to enter in like manner and for the same purpose upon any property adjacent to and within five hundred feet of the property to be so surveyed; and the said board shall cause three similar maps or plans to be made of each parcel of property which it may deem necessary so to be acquired, or to which there may be appurtenant rights, terms, franchises, easements or privileges necessary so to be acquired or extinguished, designating each of said parcels by a number, and upon each map or plan so made or in a memorandum accompanying the same and to be deemed part thereof the said board shall cause to be clearly indicated the particular estate or estates, rights, terms, privileges, franchises or easements to be acquired or extinguished for the purposes of this act, in relation to each and every piece or parcel of property described upon said map or plan. The said board shall have power to cause a triplicate set of maps or plans and memoranda as herein provided for to be made as often and at such times as said board shall determine, and each set of maps or plans and memoranda so made shall contain the particulars above enumerated within such district as said board shall in each case provide. The maps or plans and memoranda herein provided for, when approved and adopted by said board, shall have written thereon a certificate of such approval, signed by the mem- bers of said board adopting and approving the same, and one copy thereof shall be filed in the department of public works, or other, chief executive department having principal charge of the streets, there to remain as a public record, and the other two of said maps or plans and memoranda shall be transmitted to the counsel to the corporation or other principal legal adviser of said city. The said board may from time to time make and file further maps or plans and memoranda amending those already filed, but not so as to defeat or impair any property or interest which shall have been already acquired, or to revive any interest or right which may have been already extinguished by the said city. (New, added by L. 1894, ch. 752, and amended by L. 1895, ch. 519.) 548 APPLICABLE Onty to New York Crry. The Rapid Transit Act, §§ 41, 42, 43. Proceedings to acquire title to property. § 41. Whenever and as often as the said board shall deem it to be necessary and proper that the said city should acquire any such property and shall have caused to be made, as provided in the last preceding sections, the maps or plans and memoranda specifying and defining the said property to be acquired, or to which are appurtenant the rights, terms, franchises, easements or privileges to be acquired or extinguished, and shall have certified, filed and transmitted the several copies of such maps or plans as in the last section prescribed, the said board may direct the counsel to the corporation or other principal legal adviser of said city, to take legal proceedings to acquire the same for the said city, and the said counsel to the corporation, or other principal legal adviser, shall thereupon take proceedings as in this act provided. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Filing of maps or plans. § 42. The said counsel to the corporation, or other principal legal adviser of said city, shall cause one of the maps or plans, £0 as aforesaid transmitted to him, to be filed in the office of the regis- ter of the county, or if there be no such register, then in the office of the county clerk of the county in which said city is situated. The map, hereinafter denominated the third map, being the other one of the two so as aforesaid transmitted to.said counsel to the corporation, or other legal adviser, shall be disposed of as herein- after provided. (New, added by L. 1894, ch. 752.) Commissioners of appraisal. § 43. After the said set* shall have been filed as hereinbefore provided in the office of the register or county clerk of said county, the said counsel to the corporation, or other principal legal adviser, for and on behalf of the said city, shall, and he may from time to time, upon first giving the notice required by the next section of this act, apply to the supreme court at any special or general term thereof, to be held in the judicial district in which said city is situ- ated, for the appointment of commissioners of appraisal. Upon each such application he shall present to the court a petition, signed by a majority of the members of said board and verified in the manner prescribed by law for the verification of pleadings, accord- ing to the practice of said court, setting forth the action or deter- * So in the 9) {ginal law. APPLICABLE Onty to New York Crry. 549 The Rapid Transit Act, §§ 44, 45. mination theretofore taken or had by. said board, with respect to the property to be acquired, and the filing of said maps or plans and memoranda and praying for the appointment of such commissioners of appraisal. Such petition shall contain a general description of all the property to, or in or over or appurtenant to which any title, in- terest, right, franchise, easement, term or privilege is sought to be acquired or extinguished, and of every right, franchise, easement, or privilege sought to be acquired, by the said city for public purposes, each lot or parcel being more particularly described by a reference to the number of said lot or parcel as given on said maps, and the title, interest, right, easement, term or privilege sought to be ac- quired, or extinguished, to or in or over or appurtenant to each of said lots or parcels shall be stated in said petition. (New, added by L. 1894, ch. 752, and amended by L. 1895, ch. 519.) Notice of application for appointment of commissioners of appraisal; publication thereof. § 44. The said counsel to the corporation, or other principal legal adviser, shall give or cause to be given notice by publication in two public newspapers published in the said city, or, instead of such pub- lication, may in his discretion cause service of the petition and notice of his intention to make application to the said court for the appoint- ment of such commissioners of appraisal, to be made in the same manner prescribed by section three thousand three hundred and sixty- two of the code of civil procedure, as amended by chapter ninety-five of the laws of eighteen hundred and ninety, such notice if published as aforesaid shall state the time and place of such application, shall briefly state the object of the application, and shall briefly describe the property sought to be acquired or affected, and refer to a fuller statement to be filed in the office of the board of rapid transit railroad commissioners, in which shall be set forth the location and bound- aries of the several lots or parcels of property, and rights, franchises. easements or privileges sought to be taken or affected,and a brief statement as to each of said lots or parcels, of the title, interest, rights, easements, terms or privileges therein or appurtenant thereto sought to be acquired or extinguished, with a reference to the dates and places of filing the said maps or plans and memoranda shall be a sufficient description of the property sought to be so taken or affected. Such notice in case of publication as aforesaid shall be so published, in said newspapers twice a week for six weeks immediately previous to the time fixed in said notice for the presentation of each petition. Pete added by L. 1894, ch. 752, amended by L. 1895, ch. 519, L. 1902, ch. 533.) Order of appointment of commissioners of appraisal. § 45. At the time and place mentioned in said notice, unless the said courts shall adjourn said application to a subsequent date, and in that event at the time to which the same may be adjourned, the court, upon due proof to its satisfaction of the publication afore- 550 AppricaBLE Onty To New Yorx Crry. The Rapid Transit Act, §§ 46, 47. said, and upon filing the said petition, shall make an order for the appointment of three disinterested freeholders, residents in said city, as commissioners of appraisal, to ascertain and appraise the compensation to be made to the owners of property so to be taken or extinguished for the purposes indicated in this act. Such order shall fix the time and place for the first meeting of the com- missioners. (New, added by L. 1894, ch. 752.) Oath of commissioners of appraisal. § 46. The said commissioners shall taken and subscribe the oath required by the twelfth article of the constitution of the state of New York, and shall forthwith file the same in the office of the clerk of the county in which said city is situated. (New, added by L. 1894, ch. 752.) City to become seized in fee of property indicated on maps; possession and entry thereon. § 47. On filing said oath in the manner provided in the last section, the said city shall be and become seized and possessed in fee or absolute ownership of all those parcels of property, rights, terms, franchises, easements and privileges which are in the maps or plans and memoranda referred to in section forty of this act, described as parcels of property, rights, franchises, easements, or privileges which are to be acquired, and also shall become seized and possessed of all the rights, terms, franchises, easements or privi- leges appurtenant to any lots or parcels of property indicated on said maps or plans as parcels in regard to which it is deemed neces- sary to acquire such rights, terms, franchises, easements or privi- leges, or the said rights, terms, franchises, easements or privileges shall be extinguished as the case may be; and the said board for the said city, may immediately or at any time or times thereafter take possession or enter into the enjoyment of the said property, rights, terms, franchises, easements and privileges or of any part or parts thereof without any suit or proceeding at law for that purpose and the said board for the said city, or any person or persons acting under their or its authority, may enter upon and use, occupy, and enjoy in perpetuity all the parcels of property and all the rights, terms, franchises, easements or privileges appurtenant to any of the parcels of property and all rights, franchises, easements, and privi- leges, described on said maps or plans in said memoranda, for any of the purposes authorized and provided for by this act. But on APPLICABLE OnLy To New York Ciry. 551 The Rapid Transit Act, § 48. such filing of the said oath the said city shall be and become forth- with liable to the respective owners of the several parcels of prop- erty and the several rights, terms, franchises, easements and privileges appertaining thereto, and of the said rights, franchises, easements, and privileges acquired as aforesaid, for the true and respective values thereof, together with interest thereon from the time of filing the said oath, provided, however, that no such inter- est shall be payable to any owner of any such property, right, term, franchise, easement or privilege during any period during which the said city or the said board of rapid transit railroad commission- ers may by any resistance, whether by legal proceedings or other- wise of such owner or with his authority, be prevented from taking possession thereof or enjoying the same; and provided further, that no action shall be brought to recover the amount of such value or interest unless within eighteen months after the filing of such oath, a report shall not have been duly made by the commissioners of appraisal as herein provided, or such report shall not have been confirmed by the supreme court as herein provided, so that the said city shall be liable to forthwith pay the amount by such report ascertained to be due for such value or interest. (New, added by L. 1894, ch. 752, and amended by L. 1895, ch. 519.) The provisions of this section, together with sections 48 to 53, both inclusive, constitute a certain, definite and adequate source and manner of payment for property taken for the construction of the road contem- plated thereby, and are not, therefore, in conflict with section 6 of article 1 of the Constitution which provides that private property shalI not be taken for public use without just compensation. (Sun Publishing Assn. v. Mayor, ete., of New York, 8 App. Div., 230; aff’d 152 N. Y., 257.) Commissioners of appraisal; power to issue subpoenas and administer oaths; to hear and determine claims; vacancies; determination of compensation to property owners. § 48. Any one of said commissioners of appraisal may issue subpoenas and administer oaths to witnesses, and they or any one of them, in the absence of the others, may adjourn the proceedings, from time to time in their discretion, but they shall continue to meet from time to time as may be necessary to hear, consider and determine upon all claims which may be presented to them under any of the provisions of this act. In case of the death, resignation, refusal or neglect to serve of any commissioner of appraisal the remaining commissioner or commissioners shall, upon ten days’ notice, to be given by advertisement in the newspapers mentioned in section forty-four of this act, apply to the supreme court, at a ‘552 AppricaBLE OnLy To New York Crry, The Rapid Transit Act, § 49. speeial or general term thereof, to be held in the judicial district in which said city is situated, for the appointment of a commissioner or commissioners to fill the vacancy or vacancies so occasioned. In case of the death, resignation or refusal to serve of all the commis. sioners of appraisal, the said counsel to the corporation or other principal legal adviser to said city shall, on giving the notice required in this section, apply to the said court for the appointment of othercommissioners of appraisal. It shall be the duty of the com- missioners of appraisal to procure from the counsel to the corporation or other principal legal adviser the third set of maps or plans and memoranda provided for in sections forty and forty-two of this act. They shall view the property laid down on said map, and shall hear the proofs and allegations of any owner, lessee or other person in any way entitled to or interested in the property to be acquired or extinguished, or any part or parcel thereof, and also such proofs and allegations as may be offered on behalf of the said city. They shall reduce the testimony, if any, taken before them to writing, and after the testimony is closed, they, or a majority of them, all having considered the same, and having an opportunity to be present, shall, without unnecessary delay, ascertain and determine the compensation which ought justly to be made by the said city to the owners or persons interested in the property acquired or extinguished by said proceedings. The said commissioners of appraisal shall make reports of their proceedings to the supreme court, as in the next section provided with the minutes of the testi- mony taken before them, if any, and they shall be entitled to the payment hereinafter provided for their services and expenses, to be paid from the fund hereinafter specified. The said commissioners may make a single report or may make reports from time to time as they shall reach their several decisions as to different parcels of property. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Report of commissioners of appraisal. § 49. The said commissioners shall prepare a report or reports, to which shall be annexed the third set of maps or plans and memo- randa referred to in section forty-two of this act and therein denominated the third set or a copy thereof certified by them. Each said report shall contain a brief description of the property so taken or affected, with a reference to the map upon which the same is required to be indicated; a statement of the sums estimated and determined upon by them, as a just compensation for the same APPLICABLE Onty to New Yorx Ciry. 553 The Rapid Transit Act, §§ 50, 51, 52. to be made by the city to the owners or persons interested therein and the names of such owners and persons; but in all and each and every case or cases where one or more of the owners and persons interested, or their respective estates or interests, are unknown, or not fully known, to the commissioners of appraisal, it shall be suffi- cient for them to set forth and state in general terms the respective sums to be allowed and paid to the owners of and persons interested therein, generally, without specifying the names or estates or inter- ests of such owners or persons interested, or any or either of them. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Filing of report. § 50. Each said report, signed by said commissioners, or a majority of them, shall be filed in the office of the clerk of the county in which said city is situated, and the commissioners of appraisal shall, in each case, notify the counsel to the corporation, or other principal adviser to said city, as soon as any such report is filed. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Notice of presentation of report for confirmation. § 51. The counsel to the corporation, or other principal legal adviser, or, in case of his neglect to do so within ten days after receiving notice of such filing, then any person interested in the proceedings, shall give notice that the said report will be presented for confirmation to the supreme court, at a special term thereof, to be held in the judicial district in which said city is situated, at a time and place to be specified in said notice. The said notice shall contain a statement of the time and place of the filing of the report, and shall be published in two daily newspapers published in such city, for at least two weeks immediately prior to the presentation of said report for confirmation. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Hearing upon application for confirmation of report. § 52. The application for the confirmation of each of such reports shall be made to the supreme court at a special term thereof, held in the judicial district in which said city is situated. Upon the hearing of the application for the confirmation thereof, the said court shall confirm such report and make an order containing a recital of the substance of the proceedings in the matter of the appraisal, with a general description of the property appraised and 554 APPLICABLE Onty To New York Ciry. The Rapid Transit Act, §§ 53, 54, a for which compensation is to be made, and shall also direct to whom the money is to be paid, and whether or not any part thereof, and, if so, what part, is to be deposited with the comptroller or other chief financial officer of said city with the chamberlain of said city, or if there be no chamberlain, with a bank or trust company to be designated by said court. Such report when so confirmed shall, except in the case of an appeal, as hereinafter provided, be final and conclusive, as well upon the said city as upon owners and all persons interested in or entitled to said property, and also upon all other persons whomsoever. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Payment of awards of commissioners. § 58. The said city shall, within four calendar months after the confirmation of any report of thecommissioners of appraisal, pay to the respective owners and bodies politic or corporate mentioned or referred to in said report, in whose favor any sum or sums of money shall be estimated and reported by said commissioners, the respective sum or sums so estimated and reported in their favor respectively, with legal interest thereon from the date of filing the oath of said commissioners, and in case of neglect or default in the payment of the same within the time aforesaid, the respective per- son or persons or bodies politic or corporate, in whose favor the same shall be so reported, his, her or their executors, administrators, successors or assigns at any time or times after application first made by him, her or them, to the comptroller or other chief finan- cial officer of said city for payment thereof, may sue for and recover the same, with lawful interest as aforesaid, and the costs of suit, in any proper form of action against the said city in any court having cognizance thereof, and in which it shall be sufficient to declare generally for so much money due to the plaintiff or plaint- iffs therein by virtue of this act for property taken or extinguished for the purposes herein mentioned, and the report of said commis- sioners, with proof of the right and title of the plaintiff or plaint- iffs to the sum or sums demanded shall be conclusive evidence in such suit or action. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Payment of award when owner is an infant, or non compos mentis oF unknown. § 54. Whenever the owner or owners, person or persons inter ested in any property taken or affected in such proceeding, or m whose favor any such sum or sums or compensation shall be so APPLICABLE Onty to New Yorx Orry. 555 The Rapid Transit Act, § 55. reported, shall be under the age of twenty-one years, or of unsound mind or absent from the city, and also in all cases where the name or names of the owner or owners, person or persons, interested in any such property shall not be set forth or mentioned in said report, or where the said owner or owners, person or persons, being named therein, can not, upon diligent inquiry, be found, or where there are adverse or conflicting claims to the money awarded as com- pensation, it shall be lawful for the said city to pay the sum or sums mentioned in said report, payable, or that would be coming to such owner or owners, person or persons, respectively, with interest, as aforesaid, to the chamberlain of said city, or, if there be no chamberlain, then to any bank or trust company designated by the court in the order confirming the report of the commissioners of appraisal, to the credit of such owner or owners, person or per- sons, and such payment shall be as valid and effectual in all respects as if made to the said owner or owners, person or per- sons, interested therein, respectively, according to their just rights; and, provided, also, that in all and each and every such case and cases where any sum or sums or compensation reported by the com- missioners in favor of any person or persons or parties whatsoever, whether named or not named in said report, shall be paid to any person or persons, or party or parties, whomsoever, when the same shall of right belong and ought to have been paid to some other person or persons, or party or parties, it shall be lawful for the per- son or persons, or party or parties, to whom the same ought to have been paid, to sue for and recover the same, with lawful interest and costs of suit, as so much money had and received to his, her or their use by the person or persons, party or parties, respectively, to whom the same shall have been so paid. (New, added by L. 1894, ch. 752.) Claims for compensation; limitation of time for presentation. § 55. Every owner or person in any way interested in any property taken or extinguished as contemplated in this act, if he intends to make claim for compensation for such taking or extin- guishment, shall within six months after the appointment of the commissioners of appraisal exhibit to the said commissioners a statement of his claim, and shall thereupon be entitled to offer tes- timony and to be heard before them touching such claim and the compensation proper to be made him, and to have a determination made by such commissioners of appraisal as to the amount of such compensation. Every person neglecting or refusing to present such 556 APPLICABLE OnLy To New Yorx Crry. The Rapid Transit Act, §§ 56, 57, 58. claim within said time shall be deemed to have surrendered his claim for such compensation, except so far as he may be entitled, as such owner or person interested, to the whole or a part of the sum of money awarded by the commissioners of appraisal as a just compensation for taking or extinguishing the property owned by said person, or in which the said person is interested. (New, added by L. 1894, ch. 752, and amended by L. 1901, ch. 587.) Payment of compensation protects the city. § 56. Payment of the compensation awarded by said commis- sioners of appraisal to the persons named in their report (if not infants or persons of unsound mind), shall, in the absence of notice to the said city or other claimants to such award, protect the said city. (New, added by L. 1894, ch. 752.) Separate reports of commissioners. § 57. Said commissioners of appraisal may in their discretion take up any specified claim or claims, and finally ascertain and determine the compensation to be made thereon, and make a separate report with reference thereto, annexing to said repert a copy of so much of the set of maps or plans and memoranda referred to in section forty-two of this act as indicates the property so reported on. Such report shall, as to claims therein specified, be the report required in this act, and the subsequent action with reference thereto, shall be had in the same manner as though no other claim were embraced in said proceeding, which, however, shall continue as to all claims upon which no such determination and report is made. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Appeal from award of commissioners. § 58. Within twenty days after notice of the confirmation of the report of the commissioners, as provided for in section fifty-two of this act, which notice may, as to parties who have not appeared before the commissioners, be given in the manner provided in sec- tion fifty-one of this act, either party may appeal to the general term of the supreme court in the department in which such com- missioners were appointed, from the appraisal and report of the commissioners and the order confirming the same. Such appeal shall be heard upon due notice thereof being given, according to the rules and practice of said court. On the hearing of such appeal the court may direct a new appraisal and determination of any AppLicaBLE Onty to New Yorx City: 557 The Rapid Transit Act, § 59. question passed upon, by the same or new commissioners, in its discretion, and from any determination of the general term either party, if aggrieved, may take an appeal, which shall be heard and determined by the court of appeals. In the case of a new appraisal the second report shall be final and conclusive on all the parties and persons interested. If the amount of compensation to be made by such city is increased by the second report, the difference shall be paid by the comptroller or other chief financial officer of said city, to the parties entitled to the same, or shall be deposited with the chamberlain, or bank or trust company, as the court may direct, and if the amount is diminished the difference shall be refunded to the said city by the party to whom the same may have been paid, and judgment therefor may be rendered by the court on the filing of the second report against the party liable to pay the same. But the taking of an appeal by any person or persons shall not operate to stay the proceedings under this act except as to the particular property with which the said appeal is concerned. Such appeal may be heard upon the evidence taken before said commissioners, and any affidavits as to irregularities, and three printed copies of such evidence shall be furnished by the said city to the party taking the appeal, within ten days after the appeal is perfected, and such appeal may be heard upon the evidence so furnished, and may be taken without security thereon. (New, added by L. 1894, ch. 752.) Power of supreme court to amend defects in proceedings, fill vacancies and remove commissioners. § 59. The supreme court in the judicial district in which said city is situated shall have power at any time to amend any defect or informality in any of the special proceedings authorized by this act as may be necessary, and to direct such further notices to be given to any party in interest as it deems proper, and also to appoint other commissioners in place of any who shall die, or refuse, or neglect to serve or be capable of serving, or be removed. And the said court may at any time remove any commissioner of appraisal who in its judgment shall be incapable of serving, or who shall for any reason in its judgment be an unfit person to serve as such commissioner. The cause of such removal shall be specified in the order making the same. If in any particular it shall at any time be found necessary to amend any pleading or proceeding or to supply any defect therein arising in the course of any special proceeding authorized by this act, the same may be amended or 558 APPLICABLE Onty TO New York Crry. The Rapid Transit Act, §§ 60, 61, 62. supplied in such manner as shall be directed by the supreme court, which is hereby authorized to make such amendment or correction. Wherever in this act reference is made to the general term of the supreme court, it shall be deemed to include the appellate division of the supreme court for the district in which said city is situated, whenever said general term shall be superseded thereby. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Property acquired impressed with a public use. § 60. All property acquired under the provisions of this act shall be and shall be deemed to have been acquired for public uses and purposes, and for the purpose of affording increased facili- ties for rapid transit between points within the city acquiring such property. (New, added by L. 1894, ch. 752.) Moneys required; how raised and paid. § 61. The moneys necessary and sufficient to be paid for any property, acquired in any manner under the provisions of this act, together with all expenses necessarily incurred in surveying, locat- ing, and acquiring title to such property, and for surveying and locating the same, and for preparing the necessary maps and plans in connection therewith, shall be raised and paid out of the pro- ceeds of bonds issued and sold as provided by section thirty-seven of this act, and all such expenses so incurred in surveying, locating and acquiring title, and for preparing necessary maps and plans and also those incurred as provided in the next section shall be deemed a part of and included in the cost of constructing the road or roads, the construction of which rendered it necessary to acquire the property in the course of the acquisition of which such expenses may be incurred. (New, added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Compensation of commissioners of appraisal; employment of clerks, stenographers and surveyors; compensation for assistants. § 62. The commissioners of appraisal appointed in pursuance of this act shall receive as compensation the sum of ten dollars per day for each day actually employed. They may employ the neces- sary clerks, stenographers and surveyors. The counsel to the cor- poration or other principal legal adviser to said city shall, either in person or by such counsel as he shall designate for the purpose, appear for and protect the interests of the city in all such proceed- ings in court and before the commissioners. The fees of the com- td oy AppiicaBLE Onty to New York Crrvy. 559 The Rapid Transit Act, §§ 68, 64. missioners and the salaries and compensation of their employes, and all other necessary expenses in and about the said proceedings provided for by this act, and such allowance for counsel fees as may be made by order of the court, and all reasonable expenses incurred by said counsel to the corporation, or other principal legal adviser of said counsel designated by him for the proper presentation and defense of the interests of said city before said commissioners and in court, shall be paid by the comptroller or other chief financial officer of said city out of the funds referred to in the last preceding section. But such fees and expenses shall not be paid until they have been taxed before a justice of the supreme court in the judi- cial district in which said city is situated upon five days’ notice to the counsel to the corporation, or other chief legal adviser of said city. Such allowance shall, in no case, exceed the limits prescribed by section thirty-two hundred and fifty-three of the code of civil procedure. (New, added by L. 1894, ch. 752.) Proviso as to city ownership of road. § 68. In case it shall be determined by vote of the people as provided by sections twelve and thirteen of chapter seven hun- dred and fifty-two of the laws of eighteen hundred and ninety-four, to construct by and at the city’s expense, then and in that event the road or roads so constructed shall be and remain the absolute property of the city so constructing it or them, and shall be and be deemed to be a part of the public streets and highways of said city, to be used and enjoyed by the public upon the payment of such fares and tolls, and subject to such reasonable rules and regu- lations as may be imposed and provided for by the board of rapid transit railroad commissioners in said city. (New. added by L. 1894, ch. 752, as amended by L. 1895, ch. 519.) Construction of act. § 64. This act shall not be construed to repeal or in any man- ner affect chapter six hundred and six of the laws of eighteen hun- dred and seventy-five, entitled “ An act to further provide for the construction and operation of a steam railway or railways in the counties of this state,” or the acts amendatory thereof or supple- mentary thereto, or article five of chapter five hundred and sixty- five of the laws of eighteen hundred and ninety, known as the rail- road law, except so far as the said acts or either of them, would if this act had not been passed, authorize the appointment hereafter 560 APPLICABLE Onty TO New York Ciry. The Rapid Transit‘Act, § 65. of any commissioners applied for as provided in section one of said act of eighteen hundred and seventy-five, or in section one hundred and twenty of said act of eighteen hundred and ninety, in any city or cities containing a population of over one million inhabitants, according to the last preceding national or state census or authorize any commissioners already appointed pursuant to the provisions of such act or acts in any such city or cities, to fix, determine or locate any new route or routes, pursuant to the provisions of either of said acts. This act shall not be construed in any manner to affect the exercise or enjoyment at any time, and from time to time hereafter, of any right or rights heretofore acquired, exercised or enjoyed by any corporation heretofore duly incorporated and organized or deriving powers and rights under the laws of this state. This act shall not affect or impair the exercise or enjoyment of any right or rights now possessed or heretofore acquired or heretofore authorized to be acquired, exercised or enjoyed by any street surface railroad corporation, except as herein otherwise expressly provided, and this act shall not be construed to repeal or in any manner affect chapter one hundred and forty of the laws of eighteen hundred and fifty, entitled “An act to authorize the formation of railroad corpora- tions, and to regulate the same,” or either of the. several acts amendatory thereof or supplementary thereto. This act shall not be construed to repeal or in any manner affect chapter five hun- dred and sixty-five of the laws of eighteen hundred and ninety, known as the railroad law, except as hereinabove expressly pro- vided, or except so far as the provisions of the same conflict with the provisions of this act. But nothing in this section contained shall prevent the board of rapid transit railroad commissioners from laying out a route for a railway and constructing a railway, and such board shall have the right to lay out such route and construct such railway, over, under, along or across any street in, along, under or over which there shall be any existing railway, provided that the routes so laid out by the said board and the rail- way so constructed by it shall so pass over or under or at the side of such existing railway as not to interfere with its operation. (Section number changed from 34 to 64 by L. 1894, ch. 752, and amended by L. 1895, ch. 519.) No surface roads under act. § 65. No railroad shall be constructed or operated upon the surface of any street, avenue or highway in the city of New York under the provisions or authority of this act. (Section number changed from 35 to 65 by L. 1894, ch. 752.) APPLICABLE Onty To New York Crrvy. 561 The Rapid Transit Act, §§ 66, 67. Repeal. § 66. All acts and parts of acts, lecal or genera., mconsistent with this act are hereby repealed. (Section number changed from 36 to 66 oy L. 1894, ch 752.. § 67. This act shall take effect immediately. (Section number changed from 37 to 67 by L. 1894, ch. 752.) The amendatory act of 1894, chapter 752, besides amending ana enlarg- ing the Rapid Transit Act as herein set forth, added the following pro- visions, to wit: § 10. Whenever it is expressly proviaed im the act hereby amended that any act of the board of rapid transit railroad com- missioners shall be done by the concurrent vote of four of the mem- bers of said board, the act hereby amended: is further amended so as to provide in such cases that such vote shall be that of six of such members. \ (New, added by L. 1894, ch. 752.) § 11. The commissioners of rapid transit heretofore appointed under the act hereby amended, or who became such commissioners by its terms, upon the organization of the board which shall suc- ceed them pursuant to said act as hereby amended, shall cease to be such commissioners and shall transfer and deliver to the board of rapid transit railroad commissioners, provided for by the act hereby amended, as so amended, all furniture, books, maps, records, plans and other papers and property of what kind soever appertain- ing or belonging to or in the custody of the board of which they were commissioners, or in their possession, or under their control as such commissioners, or held by them, or for which they are respon- sible in their official capacity. The expenses incurred by said com- missioners for which an appropriation or appropriations shall have been made pursuant to section ten of the act hereby amended, shall be paid upon vouchers to be furnished by said commissioners and otherwise, as provided in said section. Said commissioners shall also be entitled to receive a reasonable compensation for the ser- vices which have been rendered by them, which may have been, or which shall be, determined on their application in the manner pro- vided for in said section. The comptroller, or other chief financial officer of said city, is hereby authorized and directed to issue and sell revenue bonds of such city in anticipation of the receipt of taxes, and out of the proceeds of such bonds to pay said compensa- tion so ascertained and determined, and the amount necessary te , . 86 562 APPLICABLE Onty TO New York Crry. The Rapid Transit Act, § 67. pay the principal and interest of said bonds shall be included in the tax levy of said city for the year next following the issue and sale of the same (New, added by L. 1894, ch. 752.) § 12. The said board of rapid transit railway commissioners shall cause the question, whether such railway or railways shall be constructed by the city and at the public expense, to be submitted to the vote of the qualified electors of the city within which such railway or railways is or are to be constructed, and to that end it shall be the duty of the said board, after completion of the detailed plans and specifications, as required by the act hereby amended, at least thirty days prior to the next general election, to file with the public officer or officers within the county in which such city is located, who may be charged with the duty of printing the ballets to be used at such election, a request that separate ballots be printed and supplied to such electors, one-half in number of which shall read: “ For municipal construction of rapid transit road,” and the other half in number of said ballots shall read, “ Against municipal construction of rapid transit road.” Upon such request being so filed, such ballots shall be printed and supplied to such electors at such general election, and separate ballot boxes shall be provided for the reception of the same in each election district within such city, and the provisions of chapter six hundred and eighty of the laws of eighteen hundred and ninety-two, entitled “ An act in rela- tion to the elections constituting chapter six of the general laws,” and any act or acts amendatory thereof or supplemental thereto shall apply thereto as far as the nature of the case may: allow. No ballot which may be provided under this section shall be deemed invalid by reason of any error in dimensions, style of printing, or other formal defect, or through having been deposited in the wrong ballot box, but all of such ballots shall be canvassed and returned as if such formal defect had not existed, or as if they had been deposited in the box provided for the purpose. Upon the canvass of such votes by the board of county canvassers of the county in which such city is located, it shall be the duty of said board to file with the county clerk of said county a statement which shall declare the total number of votes cast in said city “ for municipal construc: tion of rapid transit road,” and the total number so cast therein “against municipal construction of rapid transit road.” And the said railway or railways shall be constructed by the said city and at the public expense, if it shall be found from such statements 60 Aprricaste Onty to New York Crry. 563, The Rapid Transit Act, § 67 filed that there is a majority of the votes so cast in favor of such municipal construction. (New, added by L. 1894, ch. 752.) § 18. In case the majority of votes cast at such election shall be in favor of such municipal construction of said railway or rail- ways, it shall be the duty of said board of rapid transit railway commissioners within thirty days after the official declaration of the said vote to proceed to construct the said railway or railways, and to make and let all contracts required for the performance of the work necessary to be done and performed in and about the con- struction thereof. All such contracts must, before execution, be approved as to form by the counsel to the corporation, or other chief legal adviser for said city. (New, added by L. 1894, ch. 752.) § 14. This act shall take effect immediately; except that the building of said road, or the sale of the franchises as provided for in sections seven and thirty-four of the act hereby amended, as so amended, is postponed until, and made dependent upon, the deter- mination of that question by the vote of the people as called for by sections twelve and thirteen of this act. (New, added by L. 1894, ch. 752.) INTERSTATE COMMERCE ACT, APPROVED FEesruary 4, 1887, as AMENDED. Carriers and transportation subject to the act. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the pro- visions of this act shall apply to any common carrier or carriers engaged in the transportation of passengers or property wholly by railroad, or partly by railroad and partly by water when both are used, under a common control, management, or arrangement, for a continuous carriage or shipment, from one State or Territory of the United States, or the District of Columbia, to any other State or Territory of the United States, or the District of Columbia, or from any place in the United States to an adjacent foreign coun- try, or from any place in the United States through a foreign country to any other place in the United States, and also to the transportation in like manner of property shipped from any place in the United States to a foreign country and carried from such place to a port of transshipment, or shipped from a foreign country to any place in the United States and earried to such place from a port of entry either in the United States or an adjacent foreign country: Provided, however, That the provisions of this act shall not apply to the transportation of passengers or property, or to the receiving, delivering, storage, or handling of property, wholly within one State, and not shipped to or from a foreign country from or to any State or Territory as aforesaid. What the terms “railroad”? and “ transportation ” include. The term “ railroad ” as used in this act, shall inelude all bridges and ferries used or operated in connection with any railroad, and algo all the road in use by any corporation operating a railroad, whether owned or operated under a contract, agreement, or lease; and the term “ transportation ” shall include all instrumentalities of shipment or carriage. Charges to be reasonable. All charges made for any service rendered or to be rendered in the transportation of passengers or property as aforesaid, or in con- 566 Reevuiating ComMEeRcE BretwEEN THE StatTEs, Interstate Commerce Act. nection therewith, or for the receiving, delivering, storage, or hand- ling of such property, shall be reasonable and just; and every unjust and unreasonable charge for such service is prohibited and declared to be unlawful. Unjust discrimination forbidden. § 2. That if any common carrier subject to the provisions of this act shall, directly or indirectly, by any special rate, rebate, drawback, or other device, charge, demand, collect, or receive from any person or persons a greater or less compensation for any service rendered, or to be rendered, in the transportation of passengers or property, subject to the provisions of this act, than it charges, demands, collects, or receives from any other person or persons for doing for him or them a like and contemporaneous service in the transportation of a like kind of traffic under substantially similar circumstances and conditions, such common carrier shall be deemed guilty of unjust discrimination, which is hereby prohibited and declared to be unlawful. Undue or unreasonable preference or advantage forbidden. § 3. That it shall be unlawful for any common carrier subject to the provisions of this act to make or give any undue or unreason- able preference or advantage to any particular person, company, firm, corporation, or locality, or any particular description of traffic, in any respect whatsoever, or to subject any particular per- son, company, firm, corporation, or locality, or any particular description of traffic, to any undue or unreasonable prejudice or disadvantage in any respect whatsoever. Facilities for interchange of traffic. Every common carrier subject to the provisions of this act shall, according to their respective powers, afford all reasonable, proper, and equal facilities for the interchange of traffic between their respective lines, and for the receiving, forwarding, and delivering of passengers and property to and from their several lines and those connecting therewith, and shall not discriminate in their rates and charges between such connecting lines; but this shall not be con- strued as requiring any such common carrier to give the use of its tracks or terminal facilities to another carrier engaged in like business. Long and short haul provision. §.4, That it shall be unlawful for any common carrier subject to the provisions of this act to charge or receive any greater com- Reeutatine Commerce BretwEENn THE STATES. 567 Interstate Commerce Act. pensation in the aggregate for the transportation of passengers or of like kind of property, under substantially similar circumstances and conditions, for a shorter than for a longer distance over the same line, in the same direction, the shorter being included within the longer distance; but this shall not be construed as authorizing any common carrier within the terms of this act to charge and receive as great compensation for a shorter as for a longer distance: Provided, however, that upon application to the -commission appointed under the provisions of this act, such common carriers may, in special cases, after investigation by the commission, be authorized to charge less for longer than for shorter distances for the transportation of passengers or property; and the commission may from time to time prescribe the extent to which such desig- nated common carrier may be relieved from the operation of this section of this act. Pooling of freights and division of earnings forbidden. § 5. That it shall be unlawful for any common carrier subject to the provisions of this act to enter into any contract, agreement, or combination with any other common carrier or carriers for the pooling of freights of different and competing railroads, or to divide between them the aggregate or net proceeds of the earnings of such railroads, or any portion thereof; and in any case of an agreement for the pooling of freights as aforesaid, each day of its continuance shall be deemed a separate offense. Printing and posting of schedules of rates, fares and charges. § 6. That every common carrier subject to the provisions of this act shall print and keep open to public inspection schedules showing the rates and fares and charges for the transportation of passengers and property which any such common carrier has estab- lished and which are in force at the time upon its route. The schedules printed as aforesaid by any such common carrier shall plainly state the places upon its railroad between which property and passengers will be carried, and shall contain the classification of freight in force, and shall also state separately the terminal charges and any rules or regulations which in any wise change, affect, or determine any part or the aggregate of such aforesaid rates and fares and charges. Such schedules shall be plainly printed in large type, and copies for the use of the public shall be Posted in two public and conspicuous places, in every depot, station, or office of such carrier where passengers or freight, respectively, 568 Reeuiating Commerce BEetwEen THE States. Interstate Commerce Act. are received for transportation, in such form that they shall be accessible to the public and can be conveniently inspected. (Thus amended March 2, 1892.) Printing and posting of schedules of rates on freight carried through a foreign country. Any common carrier subiect to the provisions of this act receiv- ing freight in the United States to be carried through a foreign country to any place in the United States shall also in like manner print and keep open to public inspection, at every depot or office where such freight is received for shipment, schedules showing the through rates established and charged by such common carrier to all points in the United States beyond the foreign country to which it accepts freight for shipment; and any freight shipped from the United States through a foreign country into the United States, the through rate on which shall not have been made public as required by this act, shall, before it is admitted into the United States from said foreign country, be subject to customs duties as if said freight were of foreign production; and any law in conflict with this sec- tion is hereby repealed. Ten days’ public notice of advance in rates to be given; three days’ public notice of reduction in rates to be given. No advance shall be made in the rates, fares, and charges which have been established and published as aforesaid by any common carrier in compliance with the requirements of this section, except after ten days’ public notice, which shall plainly state the changes proposed to be made in the schedule then in force, and the time when the increased rates, fares, or charges will go into effect; and the proposed changes shall be shown by printing new schedules, or shall be plainly indicated upon the schedules in force at the time and kept open to public inspection. Reductions in such published rates, fares, or charges shall only be made after three days’ previous public notice, to be given in the same manner that notice of an advance in rates must be given. Published rates not to be deviated from. And when any such common carrier shall have established and published its rates, fares, and charges in compliance with the pro- visions of this section, it shall be unlawful for such common carrier to charge, demand, collect, or receive from any person or persons a greater or less compensation for the transportation of passengers or property, or for any services in connection therewith, than is Reeuitatineg Commerce Between tue States. 569 Interstate Commerce Act. specified in such published schedule of rates, fares, and charges as may at the time be in force. Copies of schedules of rates, fares and charges to be filed with com- mission; copies of contracts and agreements to be filed with commission; joint tariffs to be filed with commission; power of commission to prescribe publicity. Every common carrier subject to the provisions of this act shall file with the commission hereinafter provided for copies of its schedules of rates, fares, and charges which have been established and published in compliance with the requirements of this section, and shall promptly notify said commission of all changes made in the same. Every such common carrier shall also file with said com- mission copies of all contracts, agreements, or arrangements with other common carriers in relation to any traffic affected by the provisions of this act to which it may be a party. And in cases where passengers and freight pass over continuous lines or routes operated by more than one common carrier, and the several com- mon carriers operating such lines or routes establish joint tariffs or rates or fares or charges for such continuous lines or routes, copies of such joint tariffs shall also, in like manner, be filed with said commission. Such joint rates, fares, and charges on such contin- uous lines so filed as aforesaid shall be made public by such common carriers when directed by said commission, in so far as may, in the judgment of the commission, be deemed practicable; and said com- mission shall from time to time prescribe the measure of publicity which shall be given to such rates, fares, and charges, or to such part of them as it may deem it practicable for such common car- tiers to publish, and the places in which they shall be published. Ten days’ notice to commission of advance in joint rates, fares and charges; three days’ notice to commission of reduction in joint rates, fares and charges; power of commission to make advances or reductions public. No advance shall be made in joint rates, fares, and charges, shown upon joint tariffs, except after ten days’ notice to the com- mission, which shall plainly state the changes proposed to be made in the schedule then in force, and the time when the increased tates, fares, or charges will go into effect. No reduction shall be made in joint rates, fares, and charges, except after three days’ notice, to be given to the commission as is above provided in the case of an advance of joint rates. The commission may make public such proposed advances, or such reductions, in such manner 570 Reevuiating Commerce BerwEeEn THE States. Interstate Commerce Act. as may, in its judgment, be deemed practicable, and may prescribe from time to time the measure of publicity which common carriers shall give to advances or reductions in joint tariffs. Joint rates, fares and charges not to be deviated from. It shall be unlawful for any common carrier, party to any joint tariff, to charge, demand, collect, or receive from any person or persons a greater or less compensation for the transportation of per- sons or property, or for any services in connection therewith, between any points as to which a joint rate, fare, or charge is named thereon than is specified in the schedule filed with the commission in force at the time. Commission may prescribe forms of schedules of rates, fares and charges. The commission may determine and prescribe the form in which the schedules required by this section to be kept open to public inspection shall be prepared and arranged, and may change the form from time to time as shall be found expedient. Penalties for neglecting or refusing to file or publish rates, fares and charges. If any such common carrier shall neglect or refuse to file or pub- lish its schedules or tariffs of rates, fares, and charges as provided in this section, or any part of the same, such common carrier shall, in addition to other penalties herein prescribed, be subject to a writ of mandamus, to be issued by any circuit court of the United States in the judicial district wherein the principal office of said common carrier is situated, or wherein such offense may be committed, and if such common carrier be a foreign corporation in the judicial circuit wherein such common carrier accepts traffic and has an agent to perform such service, to compel compliance with the afore- said provisions of this section; and such writ shall issue in the name of the people of the United States, at the relation of the commis sioners appointed under the provisions of this act; and the failure to comply with its requirements shall be punishable as and for @ contempt; and the said commissioners, as complainants, may also apply, in any such circuit court of the United States, for a writ of injunction against such common carrier, to restrain such common carrier from receiving or transporting property among the several states and territories of the United States, or between the United States and adjacent foreign countries, or between ports of trans- shipment and of entry and the several states and territories of the 2 Reevitating Commerce BetwEen THE STATES. 571 Interstate Commerce Act. United States, as mentioned in the first section of this act, until such common carrier shall have complied with the aforesaid pro- visions of this section of this act. Continuous carriage of freights not to be unnecessarily interrupted. § 7. That it shall be unlawful for any common carrier subject to the provisions of this act to enter into any combination, contract, or agreement, expressed or implied, to prevent, by change of time schedule, carriage in different cars, or by other means or devices, __ the carriage of freights from being continuous from the place of shipment to the place of destination; and no break of bulk, stop- page, or interruption made by such common carrier shall prevent the carriage of freights from being and being treated as one con- tinuous carriage from the place of shipment to the place of destina- tion, unless such break, stoppage, or interruption was made in good faith for some necessary purpose, and without any intent to avoid or unnecessarily interrupt such continuous carriage or to evade any of the provisions of this act. Liability of common carriers for damages. § 8. That in case any common carrier subject to the provisions of this act shall do, cause to be done, or permit to be done any act, matter, or thing in this act prohibited or declared to be unlawful, or shall omit to do any act, matter, or thing in this act required to be done, such common carrier shall be liable to the person or persons injured thereby to the full amount of damages sustained in consequence of any such violation of the provisions of this act; together with a reasonable counsel or attorney’s fee, to be fixed by the court in every case of recovery, which attorney’s fee shall be taxed and collected as part of the costs in the case. Persons claiming to be damaged may complain to commission or bring suit in United States courts; officers, etc., of defendant may be compelled to testify. § 9. That any person or persons claiming to be damaged by any common carrier subject to the provisions of this act may either make complaint to the commission as hereinafter provided for, or may bring suit in his or their own behalf for the recovery of the damages for which such common carrier may be liable under the provisions of this act, in any district or circuit court of the United States of competent jurisdiction; but such person or persons shall not have the right to pursue both of said remedies, and must in each case elect which one of the two methods of procedure herein 572 Recunatine Commerce Between THe Srarzs, Interstate Commerce Act. provided for he or they will adopt. In any such action brought for the recovery of damages the court before which the same shall be pending may compel any director, officer, receiver, trustee, or agent of the corporation or company defendant in such suit to attend, appear, and testify in such case, and may compel the pro- duction of the books and papers of such corporation or company party to any such suit; the claim that any such testimony or evi- dence may tend to criminate the person giving such evidence shall not excuse such witness from testifying, but such evidence or testi- mony shall not be used against such person on the trial of any criminal proceeding. Penalties for violations of act by carriers, their officers or agents; fine and imprisonment. § 10. That any common carrier subject to the provisions of this act, or, whenever such common carrier is a corporation, any director or officer thereof, or any receiver, trustee, lessee, agent, or person, acting for or employed by such corporation, who, alone or with any other corporation, company, person, or party, shall willfully do or cause to be done, or shall willingly suffer or permit to be done, any act, matter, or thing in this act prohibited or declared to be unlawful, or who shall aid or abet therein, or shall willfully omit or fail to do any act, matter, or thing in this act required to be done, or shall cause or willingly suffer or permit any act, matter or thing so directed or required by this act to be done not to be so done, or shall aid or abet any such omission or failure, or shall be guilty of any infraction of this act, or shall aid or abet therein, shall be deemed guilty of a misdemeanor, and shall, upon conviction thereof in any district court of the United States within the jurisdiction of which such offense was committed, be subject to a fine of not to exceed five thousand dollars for each offense: Provided, that if the offense for which any person shall be con- victed as aforesaid shall be an unlawful discrimination in rates, fares, or charges, for the transportation of passengers or property, such person shall, in addition to the fine hereinbefore provided for, be liable to imprisonment in the penitentiary for a term of not exceeding two years, or both such fine and imprisonment, in the discretion of the court. Penalties for false billing, etc., by carriers, their officers or agents; fine and imprisonment. Any common carrier subject to the provisions of this act, or, whenever such common carrier is a corporation, any officer or agent ReevLatine Commerce Betwren THE STATES. 573 Interstate Commerce Act. thereof, or any person acting for or employed by such corporation, who, by means of false billing, false classification, false weighing, or false report of weight, or by any other devise or means, shall knowingly and willfully assist, or shall willingly suffer or permit, any person or persons to obtain transportation for property at less than the regular rates than established and in force on the line of transportation of such common carrier, shall be deemed guilty of a misdemeanor, and shall, upon conviction thereof in any court of the United States of competent jurisdiction within the district in which such offense was committed, be subject to a fine of not exceeding five thousand dollars, or imprisonment in the peniten- tiary for a term of not exceeding two years, or both, in the dis- cretion of the court, for each offense. Penalties for false billing, etc., by shippers and other persons; fine and imprisonment. Any person and any officer or agent of any corporation or com- pany who shall deliver property for transportation to any common carrier, subject to the provisions of this act, or for whom as con- signor or consignee any such carrier shall transport property, who shall knowingly and willfully, by false billing, false classification, false weighing, false representation of the contents of the package, or false report of weight, or by any other devise or means, whether with or without the consent or connivance of the carrier, its agent or agents, obtain transportation for such property at less than the regular rates then established and in force on the line of transpor- tation, shall be deemed guilty of fraud, which is hereby declared to be a misdemeanor, and shall, upon conviction thereof in any court of the United States of competent jurisdiction within the district in which such offense was committed, be subject for each offense to a fine not exceeding five thousand dollars or imprison- ment in the penitentiary for a term of not exceeding two years, or both, in the discretion of the court. Penalties for inducing common carriers to discriminate unjustly; fine and imprisonment; joint liability with carrier for damages. If any such person, or any officer or agent of any such corpora- tion or company, shall, by payment of money or other thing of value, solicitation, or otherwise, induce any common carrier subject to the provisious of this act, or any of its officers or agents, to dis- criminate unjustly in his, its, or their favor as against any other Consignor or consignee in the transportation of property, or shall aid or abet any common carrier in any such unjust discrimination, such person or such officer or agent of such corporation or company 5i4 Reeutating ComMERcE BETWEEN THE StarTEs, Interstate Commerce Act. shall be deemed guilty of a misdemeanor, and shall, upon convic- tion thereof in any court of the United States of competent juris- diction within the district in which such offense was committed, be subject to a fine of not exceeding five thousand dollars, or imprison- ment in the penitentiary for a term not exceeding two years, or both, in the discretion of the court, for each offense; and such per- son, corporation, or company shall also, together with said common carrier, be liable, jointly or severally, in an action on the case to be brought by any consignor or consignee discriminated against in any court of the United States of competent jurisdiction for all dam- ages caused by or resulting therefrom. (Thus amended March 2, 1889.) Interstate commerce commissioners; how appointed; terms of com- missioners. § 11. That a commission is hereby created and established to be known as the Interstate Commerce Commission, which shall be composed of five commissioners, who shall be appointed by the President, by and with the advice and consent of the Senate. The commissioners first appointed under this act shall continue in office for the term of two, three, four, five, and six years, respectively, from the first day of January, anno Domini eighteen hundred and eighty-seven, the term of each to be designated by the President; but their successors shall be appointed for terms of six years, except that any person chosen to fill a vacancy shall be appointed only for the unexpired time of the commissioner whom he shall succeed. Any commissioner may be removed by the President for ineffi- ciency, neglect of duty, or malfeasance in office. Not more than three of the commissioners shall be appointed from the same politi- eal party. No person in the employ of or holding any official rela- tion to any common carrier subject to the provisions of this act, or owning stocks or bonds thereof, or who is in any manner pecuni- arily interested therein, shall enter upon the duties of or hold such, office. Said commissioners shall not engage in any other business, vocation, or employment. No vacancy in the commission shall impair the right of the remaining commissioners to exercise all the powers of the commission. Power of commission to inquire into business of carriers; commission required to enforce the provisions of the act; power of the commis- sion to require attendance of witnesses and production of books and papers, § 12. That the commission hereby created shall have authority. to inquire into the management of the business of all common car- Reguiating Commerce Between THE States. 575. Interstate Commerce Act. riers subject to the provisions of this act, and shall keep itself informed as to the manner and method in which the same is con- ducted, and shall have the right to obtain from such common car- riers full and complete information necessary to enable the com- mission to perform the duties and carry out the objects for which it was created; and the commission is hereby authorized and required to execute and enforce the provisions of this act; and, upon the request of the commission, it shall be the duty of any district attorney of the United States to whom the commission may apply to institute in the proper court and to prosecute under the direction of the Attorney-General of the United States all neces- sary proceedings for the enforcement of the provisions of this act and for the punishment of all violations thereof, and the costs and expenses of such prosecution shall be paid out of the appropriation for the expenses of the courts of the United States; and for the purposes of this act the commission shall have power to require, by subpoena, the attendance and testimony of witnesses and the pro- duction of all books, papers, tariffs, contracts, agreements, and. documents relating to any matter under investigation. Such attendance of witnesses, and the production of such docu- mentary evidence, may be required from any place in the United States, at any designated place of hearing. And in case of dis- obedience to a subpoena the commission, or any party to a pro- ceeding before the commission, may invoke the aid of any court of the United States in requiring the attendance and testimony of witnesses and the production of books, papers, and documents under the provisions of this section. Punishment for refusal to testify or produce books and papers. And any of the circuit courts of the United States within the jurisdiction of which such inquiry is carried on may, in case of contumacy or refusal to obey a subpoena issued to any common carrier subject to the provisions of this act, or other person, issue an order requiring such common carrier or other person to appear before said commission (and produce books and papers if so ordered) and give evidence touching the matter in question; and any failure to obey such order of the court may be punished by such court as a contempt thereof. The claim that any such testi- Mony or evidence may tend to criminate the person giving such evidence shall not excuse such witness from testifying; but such evidence or testimony shall not be used against such person on the trial of any criminal proceeding. (Thus amended February 10, 1891.) 576 Reevratineg Commerce Between THE States. Interstate Commerce Act. Commission may order testimony to be taken by deposition. The testimony of any witness may be taken, at the instance of a party in any proceeding or investigation depending before the commission, by deposition, at any time after a cause or proceeding is at issue on petition and answer. The commission may also order testimony to be taken by deposition in any proceeding or investi- gation pending before it, at any stage of such proceeding or investi- gation. Such depositions may be taken before any judge of any court of the United States, or any commissioner of a circuit, or any clerk of a district or circuit court, or any chancellor, justice, or judge of a supreme or superior court, mayor or chief magistrate of a city, judge of a county court, or court of common pleas of any of the United States, or any notary public, not being of counsel or attorney to either of the parties, nor interested in the event of the proceeding or investigation. Reasonable notice must first be given in writing by the party or his attorney proposing to take such deposition to the opposite party or his attorney of record, as either may be nearest, which notice shall state the name of the witness and the time and place of taking of his deposition. Any person may be compelled to appear and depose, and to produce document- ary evidence, in the same manner as witnesses may be compelled to appear and testify and produce documentary evidence before the commission as hereinbefore provided. Every person deposing as herein provided shall be cautioned and sworn (or affirm, if he so request) to testify the whole truth, and shall be carefully examined. His testimony shall be reduced to writing by the magistrate taking the deposition, or under his direction, and shall, after it has been reduced to writing, be sub- scribed by the deponent. Tf a witness whose testimony may be desired to be taken by deposition be in a foreign country, the deposition may be taken before an officer or person designated by the commission, or agreed upon by the parties by stipulation in writing to be filed with the commission. All depositions must be promptly filed with the commission. Witnesses whose depositions are taken pursuant to this act, and the magistrate or other officer taking the same, shall severally be entitled to the same fees as are paid for like services in the courts of the United States. (This section was added by amendment February 10, 1891.) | Reevtating Commerce Brerwreen tHE STATES. 517 Interstate Commerce Act. Complaints to commission; how and by whom made; reparation by carriers before investigation; investigations by the commission. § 18. That any person, firm, corporation or association, or any mercantile, agricultural, or manufacturing society, or any body politic or municipal organization complaining of anything done or omitted to be done by any common carrier subject to the provisions of this act in contravention of the provisions thereof, may apply to said commission by petition, which shall briefly state the facts; whereupon a statement of the charges thus made shall be forwarded by the commission to such common carrier, who shall be called upon to satisfy the complaint or to answer the same in writing within a reasonable time, to be specified by the commission. If such common carrier, within the time specified, shall make repara- tion for the injury alleged to have been done, said carrier shall be relieved of liability to the complainant only for the particular vio- lation of law thus complained of. If such carrier shall not satisfy the complaint within the time specified, or there shall appear to be any reasonable ground for investigating said complaint, it shall be the duty of the commission to investigate the matter complained of in such manner and by such means as it shall deem proper. Said commission shall in like manner investigate any complaint forwarded by the railroad commissioner or railroad commission of any state or territory, at the request of such commissioner or com- mission, and may institute any inquiry on its own motion in the same manner and to the same effect as though complaint had been made. No complaint shall at any time be dismissed because of the absence of direct damage to the complainant. Findings of commission prima facie evidence in judicial proceedings. § 14. That whenever an investigation shall be made by said commission, it shall be its duty to make a report in writing in tespect thereto, which shall include the findings of fact upon which the conclusions of the commission are based, together with its recommendation as to what reparation, if any, should be made by the common carrier to any party or parties who may be found to have been injured; and such findings so made shall thereafter, in all judicial proceedings, be deemed prima facie evidence as to each and every fact found. All reports of investigations made by the commission shall be entered of record, and a copy thereof shall be furnished to the party 37 578 Reaviatina ComMERCE BETWEEN THE STATES, Interstate Commerce Act. who may have complained, and to any common carrier that may have been complained of. (Thus amended March 2, 1889.) Reports and decisions; authorized publication to be competent evi- dence; publication and distribution of annual reports of com- mission. The commission may provide for the publication of its reports and decisions in such form and manner as may be best adapted for public information and use, and such authorized publications shall be competent evidence of the reports and decisions of the commis- sion therein contained, in all courts of the United States, and of the several States, without any further proof or authentication thereof. The commission may also cause to be printed for early distribution its annual reports. Notice to common carriers to cease from violation of act; compliance with notice to cease from violation of act; reparation. § 15. That if in any case in which an investigation shall be made by said commission it shall be made to appear to the satisfac- tion of the commission, either by the testimony of witnesses or other evidence, that anything has been done or omitted to be done in violation of the provisions of this act, or of any law cognizable by said commission, by any common carrier, or that any injury or damage has been sustained by the party or parties complaining, or by other parties aggrieved in consequence of any such violation, it shall be the duty of the commission to forthwith cause a copy of its report in respect thereto to be delivered to such common car- rier, together with a notice to said common carrier to cease and desist from such violation, or to make reparation for the injury so found to have been done, or both, within a reasonable time, to be specified by the commission; and if, within the time specified, it shall be made to appear to the commission that such common carrier has ceased from such violation of law, and has made repara- tion for the injury found to have been done, in compliance with the report and notice of the commission, or to the satisfaction of the party complaining, a statement to that effect shall be entered of record by the commission, and the said common carrier shall thereupon be relieved from further liability or penalty for such particular violation of law. r Reauirating Commerce Between THE STATES. 579 Interstate Commerce Act. Petition to United States courts in case of disobedience to order of ‘commission; power of United States courts to hear and determine cases of disobedience; writs of injunction or other process against carriers in cases of disobedience; punishment for refusal to obey writs of injunction or other proper process; fine; appeals to supreme court of United States. § 16. That whenever any common carrier, as defined in and subject to the provisions of this act, shall violate, or refuse or neg- lect to obey or perform any lawful order or requirement of the commission created by this act, not founded upon a controversy requiring a trial by jury, as provided by the seventh amendment to the constitution of the United States, it shall be lawful for the commission or for any company or person interested in such order or requirement, to apply in a summary way, by petition, to the Cireuit Court of the United States sitting in equity in the judicial district in which the common carrier complained of has its principal office, or in which the violation or disobedience of such order or requirement shall happen; alleging such violation or disobedience, as the case may be, and the said court shall have power to hear and determine the matter, on such short notice to the common carrier complained of as the court shall deem reasonable; and such notice may be served on such common carrier, his or its officers, agents, or servants in such manner as the court shall direct; and said court shall proceed to hear’ and determine the matter as speedily as a court of equity, and without the formal pleadings and proceedings applicable to ordinary suits in equity, but in such man- ner as to do justice in the premises; and to this end such court shall have power, if it think fit, to direct and prosecute in such mode and by such persons as it may appoint, all such inquiries as the court may think needful to enable it to form a just judgment in the matter of such petition; and on such hearing the findings of fact in the report of said commission shall be prima facie evidence of the matters therein stated; and if it be made to appear to such court, on such hearing or on report of any such person or persons, that the lawful order or requirement of said commission drawn in question has been violated or disobeyed, it shall be lawful for such court to issue a writ of injunction or other proper process, manda- tory or otherwise, to restrain such common carrier from further continuing such violation or disobedience of such order or require- ment of said commission, and enjoining obedience to the same; and in case of any disobedience of any such writ of injunction or other proper process, mandatory or otherwise, it shall be lawful 580 Reeviatinag Commerce BeTweEeN THE States, » | Interstate Commerce Act. for such court to issue writs of attachment, or any other process of said court incident or applicable to writs of injunction or other proper process, mandatory or otherwise, against such common car- rier, and if a corporation, against one or more of the directors, officers, or agents of the same, or against any owner, lessee, trustee, receiver, or other person failing to obey such writ of injunction, or other proper process, mandatory or otherwise; and said court may, if it shall think fit, make an order directing such common carrier or other person so disobeying such writ of injunction or other proper process, mandatory or otherwise, to pay such sum of money, not exceeding for each carrier or person in default the sum of five hundred dollars for every day, after a day to be named in the order, that such carrier or other person shall fail to obey such injunction or other proper process, mandatory or otherwise; and such moneys shall be payable as the court shall direct, either to the party complaining or into court, to abide the ultimate decision of the court, or into the treasury; and payment thereof may, without prejudice to any other mode of recovering the same, be enforced by attachment or order in the nature of a writ of execution, in like manner as if the same had been recovered by a final decree in per- sonam in such court. When the subject in dispute shall be of the value of two thousand dollars or more, either party to such pro- ceeding before said court may appeal to the Supreme Court of the United States, under the same regulations now provided by law in respect of security for such appeal; but such appeal shall not operate to stay or supersede the order of the court or the execution of any writ or process thereon; and such court may, in every such matter, order the payment of such costs and counsel fees as shall be deemed reasonable. Whenever any such petition shall be filed or presented by the commission it shall be the duty of the district attorney, under the direction of the attorney-general of the United States, to prosecute the same; and the costs and expenses of such prosecution shall be paid out of the appropriation for the expenses of the courts of the United States. Petition to United States courts in cases of disobedience when trial by jury is necessary; trial by jury; trial by court; appeals to supreme court of United States; counsel or attorney’s fees. If the matters involved in any such order or requirement of said commission are founded upon a controversy requiring a trial by jury, as provided by the seventh amendment to the constitution of the United States, and any such common carrier shall violate or ™" Reevtating Commerce Berween THE Srartss. 581 Interstate Commerce Act. refuse or neglect to obey or perform the same, after notice given by said commission as provided in the fifteenth section of this act, it shall be lawful for any company or person interested in such order or requirement to apply in a summary way by petition to the circuit court of the United States sitting as a court of law in the judicial district in which the carrier complained of has its principal office, or in which the violation or disobedience of such order or requirement shall happen, alleging such violation or dis- obedience as the case may be; and said court shall by its order then fix a time and place for the trial of said cause, which shall not be less than twenty nor more than forty days from the time said order is-made, and it shall be the duty of the marshal of the district in which said proceeding is pending to forthwith serve a copy of said petition, and of said order, upon each of the defendants, and it shall be the duty of the defendants to file their answers to said petition within ten days after the service of the same upon them as afore- said. At the trial the findings of fact of said commission as set _ forth in its report shall be prima facie evidence of the matters therein stated, and if either party shall demand a jury or shall omit to waive a jury the court shall, by its order, direct the marshal forthwith to summon a jury to try the cause; but if all the parties shall waive a jury in writing then the court shall try the issues in said cause and render its judgment thereon. If the subject in dis- pute shall be of the value of two thousand dollars or more either party may appeal to the supreme court of the United States under the same regulations now provided by law in respect to security for such appeal; but such appeal must be taken within twenty days from the day of the rendition of the judgment of said Circuit Court. If the judgment of the Circuit Court shall be in favor of the party complaining he or they shall be entitled to recover a reasonable counsel or attorney’s fee, to be fixed by the court, which . shall be collected as part of the costs in the case. For the purposes of this act, excepting its penal provisions, the Circuit Courts of the United States shall be deemed to be always in session. (Thus amended March 2, 1889.) Interstate commerce commission; form of procedure; official seal. § 17. That the commission may conduct its proceedings in such manner as will best conduce to the proper dispatch of business and ~ the ends of justice. A majority of the commission shall con- stitute a quorum for the transaction of business, but no commis- sioner shall participate in any hearing or proceeding in which he 582 Recuiating Couurrce Berweren THE States. en nce: luterstate Commerce Act. has any pecuniary interest. Said commission may, from time to time, make or amend such general rules or orders as may be requisite for the order and regulation of proceedings before it, meluding forms of notices and the service thereof, which shall con- form, as nearly as may be, to those in use in the courts of the United States. Any party may appear before said commission and be heard, in person or by attorney. Every vote and official act of the commission shall be entered of record, and its proceedings shall be public upon the request of either party interested. Said com- mission shall have an official seal, which shall be judicially noticed, Either of the members of the commission may administer oaths and affirmations and sign subpoenas. (Thus amended March 2, 1889.) Salaries of commissioners; secretary, how appointed; salary; offices and supplies; witness fees. § 18. That each commissioner shall reccive an annual salary of seven thousand five hundred dollars, payable in the same man- ner as the judges of the courts of the United States. The com- mission shall appoint a secretary, who shall receive an annual salary of three thousand five hundred dollars, payable in like manner, The commission shall have authority to employ and fix the com- pensation of such other employes as it may find necessary to the proper performance of its duties. Until otherwise provided by law, the commission may hire suitable offices for its use, and shall have authority to procure all necessary office supplies. Witnesses sum- moned before the commission shall be paid the same fees and mileage that are paid witnesses in the courts of the United States. Expenses of the commission; how paid. All of the expenses of the commission, including all necessary expenses for transportation incurred by the commissioners, or by their employes under their orders, in making any investigation, or upon official business in any other places than in the city of Wash- ington, shall be allowed and paid on the presentation of itemized vouchers therefor approved by the chairman of the commission. (Thus amended March 2, 1889.) Principal office of the commission; sessions of the commission. § 19. That the principal office of the commission shall be in the eity of Washington, where its general sessions shall be held; but whenever the convenience of the public or the parties may be promoted or delay or expense prevented thereby, the commission ReevLtating ComMMERvE BrerwEEN THE STATES. 583 Interstate Commerce Act. may hold special sessions in any part of the United States. It may, by one or more of the commissioners, prosecute any inquiry neces- sary to its duties, in any part of the United States, into any matter or question of fact pertaining to the business of any common carrier subject to the provisions of this act. Carriers subject to the act must render full annual reports to commis- sion; commission may prescribe methods of keeping accounts, § 20. That the commission is hereby authorized to require annual reports from all common carriers subject to the provisions of this act, to fix the time and prescribe the manner in which such reports shall be made, and to require from such carriers specific answers to all questions upon which the commission may need information. Such annual reports shall show in detail the amount of capital stock issued, the amounts paid therefor, and the manner of payment for the same; the dividends paid, the surplus fund, if any, and the number of stockholders; the funded and floating debts and the interest paid thereon; the cost and value of the carrier’s property, franchises, and equipments; the number of employes and the salaries paid each class; the amounts expended for improve- ments each year, how expended, and the character of such improve- ments; the earnings and receipts from each branch of business and from all sources; the operating and other expenses; the balances of profit and loss; and a complete exhibit of the financial operations of the carrier each year, including an annual balance sheet. Such report shall also contain such information in relation to rates or regulations concerning fares or freights, or agreements, arrange- ments, or contracts with other common carriers, as the commission may require; and the said commission may, within its discretion, for the purpose of enabling it the better to carry out the purposes of this act, prescribe (if in the opinion of the commission it is prac- ticable to prescribe such uniformity and methods of keeping accounts) a period of time within which all common carriers sub- Ject to the provisions of this act shall have, as near as may be, a uniform system of accounts, and the manner in which such accounts shall be kept. Annual reports of the commission to congress. § 21. That the commission shall, on or before the first day of December in each year, make a report, which shall be transmitted to congress, and copies of which shall be distributed as are the other reports transmitted to congress. This report shall contain such information and data collected by the commission as may be 584 Reeviating Commerce Between tue Srares, Interstate Commerce Act. considered of value in the determination of questions connected with the regulation of commerce, together with such recommenda- tions as to additional legislation relating thereto as the commission may deem necessary; and the names and compensation of the per- sons employed by said commission. (Thus amended March 2, 1889.) . Persons and property that may be carried free or at reduced rates; mileage, excursion, or commutation passenger tickets; passes and free transportation to officers and employes of railroad companies; pending litigation not affected by act. . : ges t ' § 22. That nothing in this act shall prevent the carriage, storage, or handling of property free at reduced rates for the United States, state or municipal governments, or for charitable purposes, or to or from fairs and expositions for exhibition thereat, or the free carriage of destitute and homeless persons transported by charitable societies, and the necessary agents employed in such transportation, or the issuance of mileage, excursion, or commuta- tion passenger tickets; nothing in this act shall be construed to prohibit any common carrier from giving reduced rates to minis- ters of religion, or to municipal governments for the transportation of indigent persons, or to inmates of the National Homes or State ‘Homes for Disabled Volunteer Soldiers, and of Soldiers and Sailors’ Orphan Homes, including those about to enter and those returning home after discharge, under arrangement with the boards of man- agers of said homes; nothing in this act shall be construed to pre- vent railroads from giving free carriage to their own officers and employes, or to prevent the principal officers of any railroad com- pany or companies from exchanging passes or tickets with other railroad companies for their officers and employes; and nothing in this act contained shall in any way abridge or alter the remedies now existing at common law or by statute, but the provisions of this act are in addition to such remedies: Provided, That no pend- ing litigation shall in any way be affected by this act. (Thus amended March 2, 1889.) Jurisdiction of United States courts to issue writs of peremptory man- damus commanding the movement of interstate traffic or the fur- nishing of cars or other transportation facilities. That the circuit and district courts of the United States shall have jurisdiction upon the relation of any person or persons, firm, or corporation, alleging such violation by a common carrier, of any of the provisions of the act to which this is a supplement and Reevuiatingc ComMErceE Between THE States. 585 Interstate Commerce Act. all acts amendatory thereof, as prevents the relator from having interstate traffic moved by said common carrier at the same rates as are charged, or upon terms or conditions as favorable as those given by said common carrier for like traffic under similar condi- tions to any other shipper, to issue a writ or writs of mandamus against said common carrier, commanding such common carrier to move and transport the traffic, or to furnish cars or other facilities for transportation for the party applying for the writ: Provided, that if any question of fact as to the proper compensation to the common carrier for the service to be enforced by the writ is raised by the pleadings, the writ of peremptory mandamus may issue, not- withstanding such question of fact is undetermined, upon such terms as to security, payment of money into the court, or otherwise, as the court may think proper, pending the determination of the question of fact: Provided, that the remedy hereby given by writ of mandamus shall be cumulative, and shall not be held to exclude or interfere with other remedies provided by this act or the act to which it is a supplement. , (New section, added March 2, 1889.) a 586 Reevunating Commerce Between THE STaTEs. 5 Interstate Commerce Act. SUPPLEMENTAL TO THE INTERSTATE COMMERCE ACT. An Act in relation to testimony before the Interstate Commerce _. Commission, and in cases or proceedings under or connected with an act entitled “ An act to regulate Commerce,” approved Feb, ruary fourth, eighteen hundred and eighty-seven, and amend, _ ments thereto. , Beit enacted by the Senate and House of Representatives of the’ United States of America in Congress assembled, That no person) shall be excused from attending and testifying or from producing’ books, papers, tariffs, contracts, agreements and documents before’ the Interstate Commerce Commission, or in obedience to the sub-| poena of the Commission, whether such subpoena be signed or issued by one or more Commissioners, or in any cause or proceed- ing, criminal or otherwise, based upon or growing out of any alleged nen of the act of Congress, entitled “ An act to regu-| late commerce,” approved February fourth, eighteen hundred and eighty-seven, or of any amendment thereof on the ground or for the’ reason that the testimony or evidence, documentary or otherwise,| required of him, may tend to criminate him or subject him to a penalty or forfeiture. But no person shall be prosecuted or sub- jected to any penalty or forfeiture for or on account of any trans- action, matter or thing, concerning which he may testify, or pro- duce evidence, documentary or otherwise, before said Commission! or in obedience to its subpoena, or the subpoena of either of them, or in any such case or proceeding: Provided, That no person s0 testifying shall be exempt from prosecution and punishment for perjury committed in so testifying. Any person who shall neglect or refuse to attend and testify, or to answer any lawful inquiry, or to produce books, papers, tariffs, contracts, agreements and documents, if in his power to do so, in obedience to the subpoena or lawful requirement of the Commis- sion shall be guilty of an offense and upon conviction thereof by a court of competent jurisdiction shall be punished by fine not less than one hundred dollars nor more than five thousand dollars, or by imprisonment for not more than one year or by both such fine and imprisonment. Reeviating Commerce Between tue States... 587 Interstate Commerce Act. ' 4 An Act to promote the safety of employes and travelers upon rail- roads by compelling common carriers engaged in interstate com- merce to, equip their cars with automatic couplers and continuous brakes and their locomotives with driving-wheel brakes, and for other purposes. ‘ APPROVED March 2, 1898. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That from and after the first day of January, eighteen hundred and ninety-eight, it shall be unlawful for any common carrier engaged in interstate ‘commerce by railroad to use on its line any locomotive engine in moving interstate traffic not equipped with a power driving-wheel brake and appliances for operating the train-brake system, or to run any train in such traffic after said date that has not a sufficient num- ber of cars in it so equipped with power or train brakes that the ‘engineer on the locomotive drawing such train can control its speed without requiring brakemen to use the common hand brake for that purpose. . § 2. That on and after the first day of January, eighteen hun- dred and ninety-eight, it shall be unlawful for any such common carrier to haul or permit to be hauled or used on its line any car used in moving interstate traffic not equipped with couplers coup- ling automatically by impact, and which can be uncoupled without the necessity of men going between the ends of the cars. § 3. That when any person, firm, company, or corporation engaged in interstate commerce by railroad shall have equipped a sufficient number of its cars so as to comply with the provisions of section one of this act, it may lawfully refuse to receive from con- necting lines of road or shippers any cars not equipped sufficiently, in accordance with the first section of this act, with such power or train brakes as will work and readily interchange with the brakes in use on its own cars, as required by this act. § 4. That from and after the first day of July, eighteen hun- dred and ninety-five, until otherwise ordered by the Interstate Com- merce Commission, it shall be unlawful for any railroad company to use any car in interstate commerce that is not provided with secure grab irons or hand-holds in the ends and sides of each car for greater security to men in coupling and uncoupling cars. § 5. That within ninety days from the passage of this act the American Railway Association is authorized hereby to designate 588 Recuiatineg Commerce BEetwrrEn THE STATES. Interstate Commerce Act. to the Interstate Commerce Commission the standard height of drawbars for freight cars, measured perpendicular from the level of the tops of the rails to the center of the drawbars, for each of the several gauges of railroad in use in the United States, and shall fix a maximum variation from such standard height to be allowed between the drawbars of empty and loaded cars. Upon their deter- mination being certified to the Interstate Commerce Commission, said commission shall at once give notice of the standard fixed upon to all common carriers, owners, or lessees engaged in interstate com- merce in the United States by such means as the commission may deem proper. But should said association fail to determine a standard as above provided, it shall be the duty of the Interstate Commerce Commission to do so, before July first, eighteen hun- dred and ninety-four, and immediately to give notice thereof as aforesaid. And after July first, eighteen hundred and ninety-five, no ears either loaded or unloaded, shall be used in interstate traffic which do not comply with the standard above provided for. 7 Penalty for violation of the provisions of this act. § 6. That any such common carrier using any locomotive engine, running any train, or hauling or permitting to be hauled or used on its line any car in violation of any of the provisions of this act, shall be liable to a penalty of one hundred dollars for each and every such violation, to be recovered in a suit or suits to be brought by the United States district attorney in the district court of the United States having jurisdiction in the locality where such violation shall have been committed, and it shall be the duty of such district attorney to bring such suits upon duly verified infor mation being lodged with him of such violation having oceuwrred. And it shall also be the duty of the Interstate Commerce Commis- sion to lodge with the proper district attorneys information of any such violations as may come to its knowledge: Provided, That nothing in this act contained shall apply to trains composed of four- wheel cars or to locomotives used in hauling such trains. Power of interstate commerce commission to extend time of carriers to comply with this act. § 7. That the Interstate Commerce Commission may from time to time upon full hearing and for good cause extend the period within which any common carrier shall comply with the provisions of this act. Reeviating Commerce Berwreren THE States. 589 Interstate Commerce Act. Employes not deemed to assume risk of employment. § 8. That any employe of any such common carrier who may be injured by any locomotive, car, or train in use contrary to the provision of this act shall not be deemed thereby to have assumed the risk thereby occasioned, although continuing in the employ- ment of such carrier after the unlawful use of such locomotive, car or train had been brought to his knowledge. MISCELLANEOUS STATUTES ‘AFFECTING CORPORATIONS GENERALLY. L. 1890, Ox. 388. ‘An Act to provide for the weekly payment of wages by corporations, L. 1889, Cu. 381. ‘An Act to provide for the cash payment of wages by corporations. The two above-entitled acts have been repealed by the Labor Law @. 1897, ch. 415), which now contains the provisions regulating the pay- ment of wages by corporations. For such provisions, see ante, page 425, L. 1873, Cx. 595. An Act relative to certain negotiable corporate bonds and obligations. The above-entitled act has been repealed by the Negotiable Instruments Law (L. 1897, ch. 612), section 332, of which embodies provisions of like character. For said section, see ante, page 4380. L. 1851, Cu. 321. ‘An Act authorizing married women who may be members or stock- holders of any incorporated company, to vote at elections of directors and trustees. Section 1. It shall be lawful for any married woman, being a stockholder or member of any bank, insurance company (other than mutual fire insurance companies), manufacturing company or other institution incorporated under the laws of this state, to vote at any election for directors or trustees, by proxy or otherwise, in such company of which she may be a stockholder or member. Free Faciiitres ror PoticeMEN AND Frremen. 591 Miscellaneous Statutes. L. 1895, Ox. 417. ‘An Act to regulate the exercise of their franchises by certain public corporations, by requiring them to afford facilities for the trans- action of the public business, to certain public officers and employes. Section 1. The mayor of each city of this State and the presi- dent of each incorporated village may issue, under the seal of hig office, to each policeman and fireman appointed by the duly con: stituted authorities of such city or village, a certificate of the appointment and qualification of such policeman or fireman ag such, and specifying the duration of his term of office; and it shall thereupon be the duty of every street surface and elevated railroad company carrying on business within such city or village, to trans: port every such policeman or fireman free of charge while he is traveling in the course of the performance of the duties of his office. Every telegraph or telephone company engaged in busines within such city or village, shall afford to such policeman or fire: . man the use of its telegraph lines or telephones for the purpose of making and receiving reports and communications in the course of the performance of his official duties. § 2. Every policeman or fireman who shall permit any other person to use the certificate issued to him as provided by this act, or to present or make use of the same, except while acting in the course of the performance of his official duties, or who shall use such certificate after the expiration of his term of office or his resignation or removal therefrom, shall be deemed guilty of a misdemeanor. See aiso L. 1897, ch. 683, p. 594. L. 1899, Ox. 201. An Act to facilitate the proving of the incorporation of new corporations formed by the consolidation of two or more corporations. Szction 1. Where two or more corporations have been or shall hereafter be, consolidated and merged into a new corporation, a certificate of the secretary of state under his official seal concisely stating the names of the respective corporations consolidated, the dates of the filing of the certificates respectively of the incorpora- tion of such corporations in his office, the object for which they 592 Poors to Controt Transportation Rartss, Miscellaneous Statutes. were formed, including the nature and locality of their business as set forth in their respective incorporation papers on file in his office, the date of the filing of the consolidation agreement and other proceedings in his office, the name of the new corporation formed by such consolidation and merger, the term of its incor- porate existence, the place where its principal office is situated and the amount of its capital stock, shall be presumptive and prima facie evidence in all actions and special proceedings for all purposes of the incorporation of the corporations so consolidated, the incorporation of the new corporation by such consolidation and merger from the date of filing of said consolidation agreement, and proceedings, and of the other facts so certified by him. L. 1899, Cx. 727. ‘An Act providing for the punishment of pools, trusts and con- spiracies to control rates of transportation. Section 1. Any corporation not organized under the laws of this state engaged in the transportation business, and transacting or conducting the said business or any part thereof in this state, or any partnership of individual, or other association or person what- soever, so engaged and transacting business as aforesaid, who shall create, enter into, become a member of or a party to any pool, trust, agreement, combination, confederation or understanding with any other corporation, partnership, individual or any other person or association of persons, to control the volume of trans- portation between this country and Europe, or to control, limit, regulate or fix the rates thereof, or who shall refuse to sell to any person, either for himself or another, on demand therefor, trans- portation between the United States and Europe, either eastbound or westbound, at the usual and legal rates, shall be deemed and adjudged guilty of a misdemeanor, and be subject to the other penalties hereinafter provided in this act. §2. Any contract or agreement in violation of any provision of the preceding section of this act shall be absolutely void. § 3. Any corporation created or organized by or under the laws of any other state or country which shall violate any provision of the preceding sections of this act, shall thereby forfeit its right and privilege thereafter, to do any business in this state, and ‘ 5 os Srorace oF Inzumrnatine Orts. _ 593 Miscellaneous Statutes. upon proper proof thereof in any court of competent jurisdiction in this state its rights and privileges to do business in this state shall be declared forfeited; and in all proceedings to have such forfeiture declared, proof that any person who has been acting as the agent of such foreign corporation in transacting its business in this state, has been, while acting as such agent, and in the name, behalf or interest of such corporation, violating any provision of the preceding sections of this act shall be received as prima facie proof of the act of the corporation itself; and it shall be the duty of the clerk of said court to certify the decree thereof to the secre- tary of state, who shall take notice and be governed thereby as to the corporate powers and rights of said corporation. (Became a law May 26, 1899.) L. 1896, Cu. 376. ‘An ‘Act relating to domestic commerce law, constituting chapter thirty-four of the general laws. § 24. Standard and storage of illuminating oils.—No per- son shall manufacture or have in his possession or sell or give away for illuminating or heating purposes in lamps or stoves within this state, any oil or burning fluid wholly or partly composed of naphtha, coal oil, petroleum or products thereof, or of other sub- stances or materials emitting an inflammable vapor which will flash at a temperature below one hundred degrees Fahrenheit, according to the instruments and tests approved by the state board of health. _ No such oil or fluid which will ignite at a temperature below ‘three hundred degrees Fahrenheit shall be burned or be carried as freight in any passenger or baggage car or passenger boat moved iby steam or electric power in this state, or in any stage or street car, however propelled, except that coal oil, petroleum and its products may be carried, when securely packed in barrels or metal- lic packages, in passenger boats propelled by steam when there are no other public means of transportation. * * * * * * * Any person violating any provision of this section shall forfeit to the city or village, or if not in a city or village to the town in which the violation occurs, the sum of one hundred dollars for. 38 594 Freer Facrritires ror Poticemen anp FIREMEN, Miscellaneous Statutes. every such violation, and for every day or part of a day that such violation occurs. This section shall not apply to the city of New York, and shall not supersede but shall be in addition to the ordinances or regula- tions of any city or village made pursuant to law for the inspection or control of combustible materials therein. (L. 1896, ch. 376, § 24.) L. 1897, Cx. 683. ‘AN ACT to regulate the exercise of their franchises by certain public corporations by requiring them to afford facilities for the transaction of the public business to certain public officers and employes of the city of New York. Section 1. The mayor of the city of New York may issue under the seal of his office to each policeman and fireman appointed by the duly constituted authorities of said city a certificate of the appointment and qualification of such policeman or fireman as such, and specifying the duration of his term of office; and it shall be thereupon the duty of every street surface, elevated railroad or railroad company operating cars by steam or electricity and carry- ing on business within said city to transport every such police- man or fireman free of charge while he is traveling in the course of the performance of the duties of his office within said city limits. Every telegraphic or telephone company engaged in business within such city or village, shall afford to such policeman or fire- man the use of its telegraph lines or telephones for the purpose of making and receiving reports and communications in the course of the performance of his official duty. § 2. Every policeman or fireman who shall permit any other person to use the certificate issued to him as provided by this act, or to present or make use of the same, except while as acting in the course of the performance of his official duties, or who shalt use such certificate after the expiration of his term of office or his resignation or removal therefrom, shall be deemed guilty of a misdemeanor. See also L. 1895, ch. 417, p. 591. Posting Ferry Rares. 595 Miscellaneous Statutes. L. 1889, Ox. 489. Schedule of Ferry Rates, how posted in New York City and Brooklyn. Section 1. Within thirty days after the passage of this act, every person, corporation or association, operating any ferry in this state, or between this state and any other state, operating from or to a city of five hundred thousand inhabitants 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 said ferry. Penalty for Non-Compliance Herewith. § 2. If any such person, corporation or association shall fail te comply with the provisions of section one of this act, or shall post a false schedule, they shall be guilty of a misdemeanor and, in addition, shall forfeit and pay the sum of one hundred dollars, to be recovered by any person who shall sue therefor in any court of competent jurisdiction. Repeal. § 3. Chapter two hundred and sixty of the laws of one thousand eight hundred and eighty-eight, entitled “ An act in relation te ferries,” is hereby repealed. L. 1889, Cx. 422. AN ACT to provide for the organization and regulation of natural gas companies, being “ An act supplemental to chapter six hundred and eleven of the laws of one thousand eight hun- dred and seventy-five, entitled ‘An act to provide for the or- ganization and regulation of certain business corporations.’ ” Section 1. It shall be lawful for any corporation organized un- der chapter six hundred and eleven of the laws of one thousand eight hundred and seventy-five, and acts amendatory thereto, for the purpose of boring, drilling, digging or mining for natural gas, and conveying and distributing the same in pipes, and vending said gas to the consumers thereof; to purchase, lease, secure and convey such-real estate, and such only, as may be necessary for the con- venient transaction of their business; and to effectually carry on the operations of such corporation. § 2. Such corporation is authorized to dig and trench for, and lay their pipes along or under any of the public roads or high- 596 Gas anp Exrectrric Liagut Corporations. Miscellaneous Statutes. ways, or through or under any of the waters within the limits of this State: provided the same shall not be so done as to in commode the public use of said highways, or interrupt the navi- gation of said waters. Provided, however, that no pipe-line for the purpose aforesaid 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 with such commissioners; or upon the order of the general term of the supreme court of the depart- ment in which such highways are situated, made upon petition, and notice to the commissioners of highways of such town, ac- cording to the practice, or order of the court, or an order to show cause; and in such manner, and upon such terms as shall be or- dered by the court. § 3. No pipe-line shall be constructed into or through any in- corporated city or village in this State, unless the same be sanc- tioned by a majority of the common council of such city, or trus- tees of such village, by a resolution adopted at a regular meeting of such common council, or board of trustees, which resolution shall prescribe the terms upon which consent is granted. Nothing in this or the preceding section shall be construed or held to confer any other right than the relinquishment of the public rights, and the consent of the people to the construction of such pipe-line, and shall not affect any private right. § 4. When any corporation formed as aforesaid has fully com- pleted its organization, the said corporation, its agents or em- ployees shall be authorized to enter upon any lands for the pur- pose of making surveys, and to agree with the owner of the prop- erty as to the amount of compensation to be paid such owner for the right of laying and maintaining pipes for conveying natural gas on or beneath the surface of said lands. § 5. Before entering upon or using any lands, for the purpose of conveying natural gas as aforesaid; the said corporation shall cause a survey and map to be made, of the proposed route of said pipe-line, by, and on which the lands of each owner and occupant through which the same may run shall be designated, which map shall be signed by the president of said corporation and its secre- tary; and be filed in the office of the county clerk of the county in which the lands are situated; and the said corporation, by any of its officers, agents and servants, may enter upon any lands for the purpose of making such survey and map. Gas anp Exectric Ligut Corporations. 597 Miscellaneous Statutes. j § 6. In all cases where the said corporation shall be unable to agree with the person owning, or having an interest in any lands, for the right to lay gas pipes through the same, the supreme court, at any special term thereof, held in the judicial district in which the lands:are situated, shall, on application of the said corporation, after ten days’ written notice, personally served on such person, or where such notice cannot be personally served within this State, or such persons shall be incapacitated from receiving personal notice, then by service in such manner as the court shall direct, appoint three disinterested citizens of the county in which such lands are situated, who shall be freeholders, as commissioners, to determine the damage sustained by each of said persons, by reason of the use of his or her lands, for the purpose above recited. Such commissioners shall take the oath required by the Constitution of public officers, and shall personally examine each parcel of land proposed to be used, and shall estimate and report to said court at any term thereof held in said judicial district, on ten days’ no- tice served as aforesaid, on the parties in interest, the several sums which they shall decide to be just compensation to such owners, or person interested, for the use of such property as aforesaid. Such commissioners may examine witnesses upon hearing before them, and shall have power to administer oaths to such witnesses, and all the evidence they shall take shall accompany their report to the court. On the presentation of such report the said court may confirm or amend, or appoint new commissioners who shall proceed in like manner as the first commissioners, and whose re- ports, subject to amendment as aforesaid, shall be final, and shall be confirmed by said court. Said commissioners shall receive from the said corporation the sum of three dollars per day each, for the time employed by them in the performance of their duties, to- gether with the amount which they shall certify, on their oaths as correct, in their said report, for incidental expenses connected with their work, including the preparation of said report. § 7. Whenever any report of such commissioners shall have been confirmed by the said supreme court, the said corporation may deposit, as the court directs, or pay to the said owners or per- sons, as court directs, the sum mentioned in said report, in full compensation for the right or easement so required and there- upon the said corporation shall be seized of said easement and discharged from all claim by reason of such appropriation and use. 598 Lenpinc Monty on Prersonat Property. Miscellaneous Statutes. *T,, 1895, Cx, 326, ‘AN ACT to provide for the incorporation of associations for lend- ing money on personal property, and to forbid certain loans of money, property or credit. Section 1. In any county of this State containing a city of more than twenty-five thousand inhabitants according to the last enumera- tion taken by the State, any three or more persons may organize and become a corporation, for the purpose of aiding such persons as shall be deemed in need of pecuniary assistance, by loans of money at interest, not exceeding two hundred dollars to any one person, upon a pledge or mortgage of personal property by mak- mg, signing, acknowledging and filing a certificate, in the form prescribed by the business corporation law, and by filing a bond in an amount equal to one-tenth of its capital stock, but not less than the sum of five thousand dollars with the superintendent of the banking department, with sufficient sureties, to be approved by him for the faithful observance of all general provisions of law regulating business corporations within the State of New York, and the provisions of this act; and thereupon the persons who shall have signed the said certificate, and their associates and their successors, shall be a corporation of the names stated in said certificate. (Thus amended by L. 1895, ch. 706; L. 1896, ch. 206.) § 2. Said bond shall be renewed and refiled annually, in Janv- ary of each year, or the corporation shall, within thirty days there- after, cease doing business and proceedings for a dissolution shall be instituted, and the corporation shall also in January of each year, make a report for the previous calendar year to the super- imtendent of the banking department, giving such information as he shall require. If any such corporation shall knowingly vio- late any of the provisions or restrictions of this act, the said bond shall be forfeited and shall be collected by suit by the superin- tendent of the banking department, in the name of the people of the state, which suit shall be conducted by the attorney-general; and a reward of two hundred and fifty dollars shall be paid by the state to the person first giving information and furnishing legal proof of such violation. § 3. Every such corporation shall have the general powers of a business corporation, as provided by law, and shall be subject to all the duties, obligations and restrictions of a business cor- poration, so far as applicable thereto, and shall have the follow- *See L--- 1008 -t--t-— ee tt st nt Lrenping Money on Prersonat PRoPErty. 599 Miscellaneous Statutes. ing additional powers: It shall be entitled to act as pawnbroker within such county, and shall be subject to and entitled to all the benefits and provisions of the laws of the state, and of all ordinances of the city in which it is located, concerning pawn- brokers; except that it shall not be required to obtain a license or file any bond other than that provided for in the first section of this act. And it may lend money to such persons, within such county, as shall be deemed by it in need of pecuniary assistance and may take as security for the payment of any such loan either a pledge or a mortgage of any personal property without the actual delivery to it of the property pledged or mortgaged, to- gether with other lawful securities. It shall be entitled to charge and receive upon each loan made by it without the actual de _livery to it of the property pledged or mortgaged, which charge shall include all services of every character, in connection with said loan, except upon the foreclosure of the security, interest or discount at a rate not exceeding three per centum per month for a period of two months or less, and not exceeding two per centum per month for any period after said two months; and also a sum not exceeding three dollars for the first examinations of the prop- erty to be pledged or mortgaged and for drawing and filing the necessary papers. But no such loan greater than two hundred dollars shall be made, nor shall any one person owe such corpora- tion more than two hundred dollars for principal at any one time. § 4. No such corporation shall, in any year, declare or pay dividends on its capital stock amounting to more than ten per eent. After any such corporation shall have accumulated a sur- plus amounting to fifty per cent. of its capital, the superintendent of the banking department shall, upon ascertaining that said cor- poration has, during the previous calendar year, made a net profit amounting to more than ten per cent. on its capital, have authority to make an order reducing the rates of interest, discount and charges which such corporation may lawfully charge and receive upon loans, to such sums as will, in his judgment, produce a net return of ten per cent. on its capital stock. Any such order shall take effect at such time, not less than four months after it is made, as the order shall name, and shall be of force for one year from that date, unless sooner revoked. § 5. In any such county no person or corporation, other than corporations organized pursuant to this act, shall, directly or indirectly, charge or receive any interest, discount or considera- tion greater than at the rate of six per cent. per annum upon the 600 Carita, Stock or Crrtarn CorPoRATIONSs. Miscellaneous Statutes. loan, use or forbearance of money, goods or things in action less than two hundred dollars in amount or value, or upon the loan, use or sale of personal credit in any wise, where there is taken for such loan, use or sale of personal credit any security upon any household furniture, apparatus or appliances, sewing machine, plate or silverware in actual use, tools or implements of trade, wearing apparel or jewelry. The foregoing prohibi- tion shall apply to any person who, as security for any such loan, use or forbearance of money, or for any such loan, use or sale of personal credit as aforesaid, makes a pretended purchase of property from any person and permits the owner or pledgor to retain the possession thereof, or who, by any device or pre- tense of charging for his services or otherwise, seeks to obtain a larger compensation in any case hereinbefore provided for. Any person, and the several officers of any corporation, who shall violate the foregoing prohibition, shall be guilty of a misdemeanor, and upon proof of such fact the debt shall be discharged and the security shall be void. But this section shall not apply to li- censed pawnbrokers, making loans upon the actual and permanent deposit of personal property as security; nor shall this section affect in any way the validity or legality of any loan of money or credit exceeding two hundred dollars in amount. § 6. This act shall take effect immediately, except that section five shall take effect on the first day of April, eighteen hundred and ninety-six. The foregoing act does not apply to the counties of Monroe and West- chester. (L. 1896, ch. 206.) For form of certificate of incorporation, see post, Form No. 155. L. 1900, Cx. 164. AN ACT in relation to the capital stock of corporations. Section 1. Any corporation, company or association which has filed an affidavit with the clerk of the county wherein such cor- poration, company or association is organized as required by chap- ter four hundred and nine of the laws of eighteen hundred and eighty-two, or that of chapter two hundred and seventy-seven of the laws of eighteen hundred and eighty-eight, setting forth that the capital stock or such portion thereof as by the charter of said company required to be paid, has been paid and there shall have been found a deficit in said capital so certified as aforesaid, said CaritaL Stock or Certain Corporations. 601 Miscellaneous Statutes. corporation, company or association is authorized and empowered to make good such deficit within six months from the passage of this act, by a pro rata assessment of the unpaid subscriptions to the capital stock of such corporation, company or association to an amount not exceeding the unpaid sum due on said stock sub- scribed. § 2. Said corporation, company or association shall notify in writing the subscribers to said capital stock, the amount of said assessment required to make up said deficit, the day the same shall be paid, either personally or by enclosing the notice in a sealed envelope addressed to the subscribers aforesaid, postage paid, to the last known place of each, their residence and deposit the same in the United States post office, and on the failure of said sub- scribers to pay said assessment within thirty days after the date fixed for payment, the said subscription shares shall be sold at public auction for the best price bidden therefor, and the proceeds. of such sale be applied to make up said deficit, and the purchaser of said subscription shares shall have the right to pay to said cor- poration, company or association the said assessment and receive the stock of said company for the amount so paid and should the purchaser at said sale fail to pay into said company the amount of said assessment within five days from the date of sale, the cor- poration, company or association may thereafter accept the amount of said assessment from any other person or persons, ac- ceptable to the board of directors of said corporation, company or association, and issue its stock therefor. § 3. Within thirty days from the time said deficit is paid into: said corporation, company or association it shall file an affidavit, with the clerk of the county aforesaid, setting forth that the whole of the capital of said company has been paid, and is on hand or such portion thereof as by law is required to be paid, before com- mencing business and upon the filing of such affidavit, such cor- poration is authorized to do business. This act, although general in its terms, seems to be intended to meet. Some special case. 602 InTERNAL REVENUE Stamp Taxes. Miscellaneous Statutes. UNITED STATES STAMP TAXES. Provisions of War Revenue Act of Congress, passed June 13, 1898, to take effect July 1, 1898, applicable to corporations, as amended March 2, 190i. GENERAL PROVISIONS. § 6. That on and after the first day of July, eighteen hundred and ninety-eight, there shall be levied, collected, and paid for and in respect of the several bonds, debentures, or certificates of stock and of indebtedness, and other documents, instruments, matters, and things mentioned and described in Schedule A of this act, or for or in respect of the vellum, parchment, or paper upon which such instruments, matters, or things, or any of them, shall be writ- ten or printed by any person or persons, or party who shall make, sign, or issue the same, or for whose use or benefit the same shall be made, signed, or issued, the several taxes or sums of money set down in figures against the same, respectively, or otherwise speci- fied or set forth in the said schedule. § 7. That if any person or persons shall make, sign, or issue, or cause to be made, signed, or issued, any instrument, document, or paper of any kind or description whatsoever, without the same being duly stamped for denoting the tax hereby imposed thereon, or without having thereupon an adhesive stamp to denote said tax, such person or persons shall be deemed guilty of a misdemeanor, and upon conviction thereof shall pay a fine of not more than one hundred dollars, at the discretion of the court, and such instru- ment, document, or paper, as aforesaid, shall not be competent evidence in any court. § 9. That in any and all cases where an adhesive stamp shall be used for denoting any tax imposed by this act, except as here- inafter provided, the person using or affixing the same shall write or stamp thereupon the initials of his name and the date upon which the same shall be attached or used, so that the same may not again be used. And if any person shall fraudulently make use Internat Revenve Stamp Taxes. 603 Miscellaneous Statutes. of an adhesive stamp to denote any tax imposed by this act with- out so effectually canceling and obliterating such stamp, except as before mentioned, he, she, or they shall be deemed guilty of a mis- demeanor, and upon conviction thereof shall pay a fine of not less than fifty nor more than five hundred dollars, or be imprisoned not more than six months, or both, at the discretion of the court. § 13. That any person or persons who shall register, issue, sell, or transfer, or who shall cause to be issued, registered, sold, or transferred, any instrument, document, or paper:‘of any kind or description whatsoever mentioned in this act, without the same being duly stamped, or having thereupon an adhesive stamp for denoting the tax chargeable thereon, and canceled in the manner required by law, with intent to evade the provisions of this act, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine not exceeding fifty dollars, or by imprisonment not exceeding six months, or both, in the dis- cretion of the court; and such instrument, document, or paper, not being stamped according to law, shall be deemed invalid and of no effect; provided, that hereafter, in all cases where the party has not affixed to any instrument the stamp required by law thereon at the time of issuing, selling, or transferring the said bonds, debentures, or certificates of stock or of indebtedness, or any instrument, document, or paper of any kind or description whatsoever mentioned in Schedule A of this act, and he or they, or any party having an interest therein, shall be subsequently de- sirous of affixing such stamp to said instrument, or, if said instru- ment be lost, to 2 copy thereof, he or they shall appear before the collector of internal revenue of the proper district, who shall, upon the payment of the price of the proper stamp required by law, and of a penalty of ten dollars, and, where the whole amount of the tax denoted by the stamp required shall exceed the sum of fifty dollars, on payment also of interest, at the rate of six per centum, on said tax from the day on which such stamp ought to have been affixed, affix the proper stamp to such bond, debenture, 604 IntTERNAL REVENUE Stamp TAxEs. Miscellaneous Statutes. certificate of stock or of indebtedness or copy, or instrument, docu- ment or paper of any kind or description whatsoever mentioned in Schedule A of this act, and note upon the margin thereof the date of his so doing and the fact that such penalty has been paid; and the same shall thereupon be deemed and held to be as valid to all intents and purposes as if stamped when made or issued; and provided further, that where it shall appear to said collector, upon oath or otherwise, to his satisfaction, that anv such instru- ment has not been duly stamped, at the time of making or issuing the same, by reason of accident, mistake, inadvertence, or .urgent necessity, and without any wilful design to defraud the United States of the stamp, or to evade or delay the payment thereof, then and in such cases if such instrument, or, if the original be lost, a copy thereof, duly certified by the officer having charge of any records in which such original is required to be recorded, or other- wise duly proven to the satisfaction of the collector, shall, within twelve calendar months after the making or issuing thereof, he brought to the said collector of internal revenue to be stamped, and the stamp tax chargeable thereon shall be paid, it shall be lawful for the said collector to remit the penalty aforesaid and to cause such instrument to be duly stamped. And when the origi- nal instrument, or a certified or duly proven copy thereof, as afore- said, duly stamped so as to entitle the same to be recorded, shall be presented to the clerk, register, recorder, or other officer hav- ing charge of the original record, it shall be lawful for such off- cer, upon the payment of the fee legally chargeable for the re- cording thereof, to make a new record thereof, or to note upon the original record the fact that the error or omission in the stamping of said original instrument has been corrected pursuant to law; and the original instrument or such certified copy, or the record thereof, may be used in all courts and places in the same manner and with like effect as if the instrument had been origi- nally stamped: and provided further, that in all cases where the party has not affixed the stamp required by law upon any such INTERNAL Revenve Stamp Taxes. 605 Miscellaneous Statutes. instrument issued, registered, sold, or transferred at a time when and at a place where no collection district was established, it shall be lawful for him or them, or any party having an interest therein, to affix the proper stamp thereto, or, if the original be lost, to a copy thereof. But no right acquired in good faith before the stamping of such instrument, or copy thereof, as herein provided, if such record be required by law, shall in any manner be affected by such stamping as aforesaid. § 14. That hereafter no instrument, paper, or document re- quired by law to be stamped, which has been signed or issued with- out being duly stamped, or with a deficient stamp, nor any copy thereof, shall be recorded or admitted, or used as evidence in any court until a legal stamp or stamps, denoting the amount of tax, shall have been affixed thereto, as prescribed by law; Pro- vided, That any bond, debenture, certificate of stock, or certificate of indebtedness issued in any foreign country shall pay the same tax as is required by law on similar instruments when issued, sold, or transferred in the United States; and the party to whom the same is issued, or by whom it is sold or transferred, shall, before selling or transferring the same, affix thereon the stamp or stamps indicating the tax required. § 15. That it shall not be lawful to record or register any instrument, paper, or document required by law to be stamped unless a stamp or stamps of the proper amount shall have been affixed and canceled in the manner prescribed by law; and the record, registry, or transfer of any such instruments upon which the proper stamp or stamps aforesaid shall not have been affixed and canceled as aforesaid shall not be used in evidence. § 16. That no instrument, paper, or document required by law to be stamped shall be deemed or held invalid and of no effect for the want of a particular kind or description of stamp designated for and denoting the tax charged on any such instrument, paper, or document, provided a legal documentary stamp or stamps denot- ing a tax of equal amount shall have been duly affixed and used thereon. 606 Internat Revenve Stamp Taxes. Miscellaneous Statutes. SCHEDULE A. Provistons Espectatty APPLICABLE TO Corrorations. Bonds, debentures, or certificates of indebtedness issued after the first day of July, anno Domini eighteen hundred and ninety- eight, by any association, company, or corporation, on each hun- dred dollars of face value or fraction thereof...........5 cents; and on each original issue, whether on organization or reorganiza- tion, of certificates of stock by any such association, company or corporation, on each hundred dollars of face value or fraction TELCO DS, ais aicileti afvi inv a lciiesa gs Wai Wiece aioe Wie teh do's din e'g sO. COMtS. The tax is computed on the nominal face value of the certificate as a whole, without regard to the amount that has been paid into the treasury of the company thereon. (Commissioner's ruling.) And on all sales, or agreements to sell, or memoranda of sales or deliveries or transfers of shares or certificates of stock in any association, company, or corporation, whether made upon or shown by the books of the association, company, or corporation, or by any assignment in blank, or by any delivery, or by any paper or agreement or memorandum or other evidence of transfer or sale whether entitling the holder in any manner to the benefit of such stock, or to secure the future payment of money or for the future transfer of any stock, on each hundred dollars of face value or PGCHOH FACTO wes sao eee a hese beSeees ace dawn aces ce CON Routines or Commissioner or Internat Revenue. In reckoning the stamp tax on transfer of certificates of stock, the tax is reckoned on the face value. In reckoning this tax, the fact that only part of the face value of shares subscribed for and issued has been patd by the shareholders is not to be taken into consideration. Where stock is sold at the par value of one hundred dollars, and upon which it appears that only twenty-five dollars have been paid, the tax !s to be reckoned upon the face value of one hundred dollars, and not upon the twenty-five dollars. Where one certificate represents several shares, the tax of two cents, on each one hundred dollars or fraction thereof, is to be reckoned on the, ,face value of the certificate, and not on the face value of each separate share. On transfer of one certificate representing five hundred shares, five dol- lars par value, the stamp tax required is fifty cents. When certificates of stock or other securities are pledged for a loan, the stamp tax is to be reckoned not on the face value of the certificates or, Internat Revenue Stamp Taxes. _ 60% c : \ Miscellaneous Statutes. — ‘securities, but on the amount of money loaned above one thousand dollars. When stock is transferred for which no certificate has been issued, and the evidence of transfer is shown only by books of the company, the stamps should be placed upon such books. Where the change of owner- ship is by the transfer of a certificate, and the certificate contains a blank form of assignment on the back which is filled in by the insertion of the name of the person to whom the stock is transferred, the stamp should be placed upon the certificate. In case of an agreement to sell, or where the transfer is, by the delivery of the certificate, signed in blank, the name of the transferee or vendee to be filled in afterwards, there should be made and delivered by the seller to the buyer a bill or memorandum of sale, to which the stamp should be affixed. Where certificates of shares were sold and delivered before July 1, 1898, entry of transfer on corporate books after June 30 does not require stamp. New certificates of stock issued to holder in lieu of original certificate, and remaining in his ownership, do not require stamps. When certificate of stock is sold and stamp tax is paid on memorandum thereof, upon transfer of this certificate to purchaser’s name no additional tax for such transfer is required. Where one certificate represents several Shares of stock (however large the number of shares), on transfer of this certificate the stamp tax is to be reckoned on its face value, and not on the face value of each separate share of stock which it represents. Transfers of stock from parties occupying fiduciary relationships, to those for whom they held the stock, are transfers subject to taxation. A owns a certificate of one hundred shares of stock; he transfers fifty shares to B; there are two certificates of fifty shares each issued in lieu of the one hundred share certificate, fifty shares going to A and fifty shares to B. The tax imposed is on the transfer to B; there is no tax on A’s transfer to himself. Provided, That in case of sale where the evidence of transfer is shown only by the books of the company the stamp shall be placed upon such books; and where the change of ownership is by transfer certificate the stamp shall be placed upon the certificate; and in cases of an agreement to sell or where the transfer is by delivery of the certificate assigned in blank there shall be made and delivered by the seller to the buyer a bill or memorandum of such sale, to which the stamp shall be affixed; and every bill or memorandum of sale or agreement to sell before mentioned shall show the date thereof, the name of the seller, the amount of the sale, and the matter or thing to which it refers. And any person or persons liable to pay the tax as herein provided, or anyone who acts in the matter as agent or broker for such person or persons, who shall make any such sale, or who shall in pursuance of any 608 InternaL Revexve Stamp Taxes. Miscellaneous Statutes. such sale deliver any such stock, or evidence of the sale of any such stock or bill or memorandum thereof, as herein required, without having the proper stamps affixed thereto, with intent to evade the foregoing provisions shall be deemed guilty of a mis- demeanor, and upon conviction thereof shall pay a fine of not less than five hundred nor more than one thousand dollars, or be imprisoned not more than six months, or both, at the discretion of the court. Bond: For indemnifying any person or persons, firm, or cor- poration who shall have become bound or engaged as surety for the payment of any sum of money, or for the due execution or performance of the duties of any office or position, and to account for money received by virtue thereof................ 50 cents, Certificate of profits, or any certificate or memorandum shov- ing an interest in the property or accumulations of any association, company, or corporation, and on all transfers thereof, on each one hundred dollars of face value or fraction thereof....... 2 cents. Conveyance: Deed, instrument, or writing, whereby any lands, tenements, or other realty shall be sold, granted, assigned, trans- ferred or otherwise conveyed to, or vested in the purchaser or pur- chasers, or any other person or persons, by his, her, or their direc- tion, when the consideration or value exceeds twenty-five hundred dollars and does not exceed three thousand dollars...... 25 cents; and for each additional five hundred dollars or fractional part thereof in excess of three thousand dollars........25 ceuts. THE PENAL CODE. Nomerica, ARRANGEMENT oF SEctions SpEcIALLY APPLICABLE TO CoRPORATIONS. Corporations convicted of offenses; punishment. Section 13. Whenever in this code the punishment for crime is left undetermined between certain limits, the punishment to be inflicted in a particular case must be determined by the court authorized to pass sentence within such limits as may be prescribed by this code. In all cases where a corporation is convicted of an offense for the commission of which a natural person would be punishable with imprisonment, as for a felony, such corporation is punishable by a fine of not more than five thousand dollars. (Thus amended by ch. 218, L. 1892.) Refusal to permit employes to attend election. § 41f. A person or corporation who refuses to an employe entitled to vote at an election or town meeting, the privilege of attending thereat, as provided by the election law, or subjects such employe to a penalty or reduction of wages because of the exercise of such privilege, is guilty of a misdemeanor. (Thus amended by ch. 693, L. 1892.) Compelling employes to agree not to join any labor organization a misdemeanor. § 171a. Any person or persons, employer or employers of labor, and any person or persons of any corporation or corporations on behalf of such corporation or corporations, who shall hereafter coerce or compel any person or persons, employe or employes, laborer or mechanic, to enter into an agreement, either written or verbal from such person, persons, employe, laborer or mechanic, not to join or become a member of any labor organization, as a condition of such person or persons securing employment, or con- tinuing in the employment of any such person or persons, employer or employers, corporation or corporations, shall be deemed guilty of 39 610 Sxcrions Spectatty APPLICABLE TO CoRPORATIONS. The Penal Code. a misdemeanor. The penalty for such misdemeanor shall be imprisonment in a penal institution for not more than six months, or by a fine of not more than two hundred dollars, or by both such fine and imprisonment. (Thus amended by L. 1887, ch. 688.) Liability of persons in charge of steam engines. § 199. An engineer or other person having charge of a steam boiler, steam engine, or other apparatus for generating or applying steam, employed in a boat or railway, ar in a manufactory, or in any mechanical works, who willfully, or from ignorance or gross neglect, creates, or allows to be created, such an undue quantity of steam as to burst the boiler, engine or apparatus, or to cause any other accident whereby the death of a human being is produced, is guilty of manslaughter in the second degree. Use of force or violence, declared not unlawful, etc. § 223. To use or attempt, or offer to use, force or violence upon or towards the person of another is not unlawful in the fol- lowing cases: * * * 5. When committed by a carrier of passengers, or the author- ized agents or servants of such carrier, or by any person assisting them, at their request, in expelling from a carriage, railway car, vessel or other vehicle, a passenger who refuses to obey a lawful and reasonable regulation prescribed for the conduct of passengers, if such vehicle has first been stopped and the force or violence used is not more than sufficient to expel the offending passenger, with a reasonable regard to his personal safety; * * * See Ansteth v. Buffalo Ry. Co., 9 Misc. R., 419. Keeping gaming and betting establishments. § 343. Any corporation or association or the officers thereof or any co-partnership or individual, who keeps a room, shed, tent, tenement, booth, building, float or vessel, or any part thereof to be used for gambling or for any purpose or in any manner forbidden by this chapter, or for making any wagers or bets made to depend upon any lot, chance, casualty, unknown or contingent event, or on the future price of stocks, bonds, securities, commodities or prop- erty of any description whatever or for making any contract or contracts for or on account of any money, property or thing in action, so bet or wagered, or being the owner or agent, knowingly lets or permits the same to be so used, is guilty of a misdemeanor. This section shall not be extended so as to prohibit or in any man- Szotions Sproratty APppLticaABLE To Corporations. | 611 The Penal Code. ner affect any insurance made in good faith for the security or indemnity of the party insured and which is not otherwise pro- hibited by law, nor to any contract on bottomry or respondentia. .., (Thus amended by L. 1895, ch. 571.) Pool-selling, book-making, bets and wagers, et cetera. § 851. Any person who engages in pool-selling, or book-mak- ing at any time or place; or any person who keeps or occupies any room, shed, tenement, tent, booth, or building, float or vessel, or any part thereof, or who occupies any place, or stand of any kind, upon any public or private grounds, within this State, with books, papers, apparatus or paraphernalia, for the purpose of recording or registering bets or wagers, or of selling pools, and any person who records or registers bets or wagers, or sells pools upon the result of any trial or contest of skill, speed or power of endurance, of man or beast, or upon the result of any political nomination, appointment or election; or upon the result of any lot, chance, casualty, unknown or contingent event whatsoever; or any person who receives, regis- ters, records or forwards, or purports or pretends to receive, regis- ter, record or forward, in any manner whatsoever, any money, thing or consideration of value, bet or wagered, or offered for the purpose of being bet or wagered, by or for any other person, or sells pools, upon any such result; or any person who, being the owner, lessee, or occupant of any room, shed, tenement, tent, booth or building, float or vessel, or part thereof, or of any grounds within this State, knowingly permits the same to be used or occupied for any of these purposes, or therein keeps, exhibits or employs any device or appar- atus for the purpose of recording or registering such bets or wagers, or the selling of such pools, or becomes the custodian or depositary for gain, hire or reward, of any money, property or thing of value, staked, wagered or pledged, or to be wagered or pledged upon any such result; or any person who aids, assists or abets in any manner in any of the said acts, which are hereby forbidden, is guilty of a felony, except when another penalty is provided by law, and upon conviction is punishable by imprisonment in the State prison for a period not less than one year, nor more than two years, or by such imprisonment, together with a fine not exceeding two thou- sand dollars. When an exclusive penalty is provided by law for an act hereby prohibited, the permitting of the use of premises for the doing of the act in such case shall not be deemed a violation hereof, or of section three hundred and forty-three of this code. (Thus amended by L. 1895, ch. 572.) 612 TransacTInG BusINESSs UNDER ASSUMED Nampr, 4 The Penal Code. Doing business under assumed name. § 363-b. 1. No person or persons shall hereafter carry on or conduct or transact business in this state under any assumed name or under any designation, name or style, corporate or otherwise, other than the real name or names of the individual or individuals conducting or transacting such business, unless such person or persons shall file in the office of the clerk of the county or counties in which such person or persons conduct, or transact, or intend to conduct or transact such business, a certificate setting forth the name under which such business is, or is to be, conducted or transacted, and the true or real full name or names of the person or persons conducting or transacting the same, with the post-office address or addresses of said person or persons. Said certificate shall be executed and duly acknowledged by the person or persons so conducting, or intending to conduct said business. 2. Persons now conducting such business under an assumed name, or under any such designation referred to in subdivision one, shall file such certificate as hereinbefore prescribed, within thirty days after this act shall take effect, and persons hereafter conducting or transacting business as aforesaid shall, before com- mencing said business, file such certificate in the manner herein- before prescribed. 3. The several county clerks of this state shall keep an alpha- betical index of all persons filing certificates, provided for herein and for the indexing and filing of such certificates, they shall receive a fee of twenty-five cents. A copy of such certificate duly certified to by the county clerk in whose office the same shall be filed shall be presumptive evidence in all courts of law in this state of the facts therein contained. 4. This act shall in no way affect or apply to any corporation duly organized under the laws of this state, or to any corporation organized under the laws of any other state and lawfully doing business in this state, nor shall this act be deemed or construed to prevent the lawful use of a partnership, name or designation, provided that such partnership, name or designation shall include the true or real name of at least one of such persons transacting such business. 5. Any person or persons carrying on, conducting or transacting business as aforesaid, who shall fail to comply with the provisions of this act, shall be guilty of a misdemeanor. (Added by L. 1900, ch. 216, to take effect Sept. 1, 1900.) For form of certificate, see post, Form No. 153. Sections Specratty ApriicaBLe to Corporations. 613 The Penal Code. Mismanagement of steam boilers § 362. An engineer or other person having charge of a steam boiler, steam engine or other apparatus for generating or employ- ing steam employed in a railway, manufactory, or other mechanical works, who, willfully or from ignorance or gross neglect, creates or allows to be created such an undue quantity of steam as to burst the boiler, engine or apparatus, or cause any other accident whereby human life is endangered is guilty of a misdemeanor. Innkeepers and carriers refusing to receive guests and passengers. § 381. A person, who, either on his own account or as agent or officer of a corporation, carries on business as innkeeper, or as common carrier of passengers, and refuses, without just cause or excuse, to receive and entertain any guest, or to receive and carry any passenger, is guilty of a misdemeanor. Protecting civil and public rights. § 383. No citizen of this state can by reason of race, color, or previous condition of servitude, be excluded from the equal enjoy- ment of any accommodation, facility, or privilege furnished by inn- keepers, or common carriers, or by owners, managers or lessees of theatres or other places of amusement, by teachers and officers of common schools and public institutions of learning, or by cemetery associations. The violation of this section is a misdemeanor, pun- ishable by a fine of not less than fifty dollars, nor more than five hundred dollars. Hours of labor to be required. § 384h. Any person or corporation, 1. Who, contracting with the state or a municipal corporation, shall require more than eight hours work for a day’s labor; or 2. Who shall require more than ten hours labor, including one- half hour for dinner, to be performed within twelve consecutive hours, by the employes of a street surface and elevated railway owned or operated by corporations whose main line of travel or routes lie principally within the corporate limits of cities of more than one hundred thousand inhabitants; or, 3. Who shall require the employes of a corporation owning or operating a brickyard to work more than ten hours in any one day or to commence work before seven o’clock in the morning, unless by agreement between employer and employe; or, 4. Who shall require the employes of a corporation operating a 614 Sxcrrons Sprcratty APPLICABLE TO Corporations, | The Penal Code. line of railroad of thirty miles in length or over, in whole or in part within this state to work contrary to the requirements of article one of the labor law, is guilty of a misdemeanor, and on conviction therefor shall be punished by a fine of not less than five hundred nor more than one thousand dollars for each offense, If any contractor with the state or a municipal corporation shall require more than eight hours for a days labor, upon conviction therefor in addition to such fine, the contract shall be forfeited at the option of the municipal corporation. (New, added by L. 1897, ch. 416.) Payment of wages. § 384i. A corporation or joint stock association or a person carry- ing on the business thereof, by lease or otherwise, who does not pay the wages of its employes in cash, weekly or monthly as provided in article one of the labor law, is guilty of a misdemeanor, and upon eonviction therefor, shall be fined not less than twenty-five nor more than fifty dollars for each offense. (New, added by L. 1897, ch. 416.) Penalty for neglect to post schedule of ferry rates. § 415a. A person, corporation or association operating any ferry in this state, or between this state and any other state, operat ing from or to a city of five hundred thousand inhabitants or over, posting a false schedule of ferry rates, or neglecting to 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, is guilty of a misdemeanor. (Added by L. 1893, ch. 692.) For other regulations as to posting schedule of rates, see pages 181 and 183, respectively. Ferries. § 415. An Act to provide for the transfer of securities and property by 4 bankrupt corporations, etc. Property to vest in receiver; proviso. Srcrion 1. In all cases where receivers have been or shall be appointed for any corporation of this state other than an insurance company on application by the attorney-general, all property, real and personal, and all securities of every kind and nature belonging to such corporation, no matter where located or by whom held, shall be transferred to, vested in and held by such receiver; pro- vided, however, that such transfer shall only be made when directed by an order of the supreme court, due notice of the application for such order having been made on the attorney-general and the custodian of the funds, securities or property. Life insurance or annuity companies. § 2. In every case where life insurance or annuity companies, or any corporation of the class provided for by article two of the insurance law, entitled “life, health and casualty insurance cor- porations,” whether formed under said article or prior thereto, has been or hereafter may be dissolved, and a receiver thereof appointed, upon the application of the attorney-general, or by action begun in the name of the people of the state of New York, each and every security and fund which shall have been deposited. by such company prior to its dissolution, with the superintendent of the insurance department, for the security and protection of its policy-holders or any class of such policy-holders, under the statutes in such cases made and provided, may, by an order of the supreme court, made at a special term thereof held within the judicial dis- trict in which the principal office of such company was located, TRANSFER OF SECURITIES. 729 Dissolution and Receivers. prior to its dissolution, upon the application of the attorney-general,, after service of eight days’ written notice of such application upon the superintendent of the insurance department, be transferred from the said superintendent of the insurance department to the receiver of such company; and thereupon the said superintendent shall deliver such funds and securities to such receiver, and in him the title thereto shall immediately vest. Such receiver shall there- upon convert such securities and funds into money, and shall dis- tribute the proceeds thereof, and of each and every class of such funds or securities, among the respective holders of valid policies of such company for whose benefit and security the deposit or deposits were originally made proportionately to the respective val- uations of such policies, as shall be ascertained in proceedings taken by such receiver for the valuation of policies and the determination of the liabilities of such company under the statutes in such cases made and provided, and the course and practice of the supreme court in cases of insolvent corporations, until such valuation shall have been paid in full. If any portion of such proceeds shall then. remain, such balance may, under an order of the supreme court in such behalf duly made at special term, be made a part of the general assets of such receivership, and thereupon be distributed by said receiver in payment of or upon the general liabilities of such dis- solved company according to law. And in case of a corporation formed under the laws of any other state, doing insurance busi- ness in this state of the nature of that done by the corporation above mentioned, in case of any action or proceeding brought or hereafter to be brought in this state by the attorney-general, or in the name of the people of the state of New York, for the winding up its business in this state, or for or in *solving distribution of its assets therein, the same proceedings may be had with reference to any securities and funds deposited by such corporation with the super- intendent of the insurance department of this state under the statutes in such case made and provided, as are hereinbefore pro- vided with reference to deposits of corporations of this state, save only that the order for transfer of the deposit may be made in the judicial district in which the principal office of the corporation in this state was located at the commencement of the action or pro- ceedings, or in the third judicial district. (Thus amended by L. 1896, ch. 322.) — * So in the original law. 730 Rieuts oF Crepitors PRrorecren. Dissolution and Receivers. L. 1858, Cu. 314. An Act to declare and extend the powers of executors, assignees, receivers and other trustees, and to protect the rights of creditors and others, against frauds, and for other purposes. Section 1. That any executor, administrator, receiver, assignee or other trustee of an estate, or the property and effects of an insol- vent estate, corporation, association, partnership or individual, may for the benefit of creditors or others interested in the estate or property so held in trust, disaffirm, treat as void, and resist all acts done, transfers and agreements made, in fraud of the rights of any creditor, including themselves and others, interested in any estate or property held by or of right belonging to any such trustee or estate. And any creditor of a deceased insolvent debtor, having a claim or demand against the estate of such deceased debtor exceed- ing in amount the sum of one hundred dollars, may, in like man- ner, for the benefit of himself and other creditors interested in the estate or property of such deceased debtor, disaffirm, treat as void, and resist all acts done, and conveyances, transfers and agreements made, in fraud of the right of any creditor or creditors, by such deceased debtor, and for that purpose may maintain any necessary action to set aside such acts, conveyances, transfers or agreements; and for the purpose of maintaining such action, it shall not be necessary for such creditor to have obtained a judgment upon his claim or demand, but such claim or demand, if disputed, may be proved and established upon the trial of such action. (As amended by L. 1889, ch. 487.) Actions against offenders. § 2. That every person who shall, in fraud of the rights of creditors and others, have received, taken, or in any manner inter- fered with, the estate, property or effects of any deceased person, or insolvent corporation, association, partnership or individual, shall be liable in the proper action to the executors, administrators, receivers or other trustees of such estate or property, for the same, or the value of any property or effects so received or taken, and for all damages caused by such acts to any such trust estate. Waces as Prererrep CLars. 731 Dissolution and Receivers. L. 1885, Cu. 376. An Act to provide for the payment of wages to employes, opera- tives and laborers of domestic corporations, other than insurance and moneyed corporations, of which a receiver shall be appointed. The above-entitled act has been repealed by the Labor Law (L. 1897, ch. 415), section 8 of which embodies the same subject matter and reads as follows: Payment of wages by receivers. § 8. Upon the appointment of a receiver of a partnership or of a corporation organized under the laws of this state and doing business therein, other than a moneyed corporation, the wages of the employes of such partnership or corporation shall be preferred to every other debt or claim. When a receiver, in proceedings to foreclose a mortgage given by a railroad corporation, is appointed pendente lite by an order which makes no provision to pay outstanding debts incurred for the current expenses of the railroad, but which requires him to operate the road, to keep the same in repair, and to pay out of the income of the road for all neces- sary supplies, such receiver is a mere temporary officer of the court, whose sole duty it is to preserve the property during the litigation. (Franklin Trust Co. v. Northern Adirondack R. R. Co., 11 App. Div., 249.) A receiver having such powers is not bound by the provisions of chapter 376, Laws of 1885, to give preference in payment to unpaid employes of the railroad corporation claiming under that statute to be paid for past due wages. (Id.) The word “employe” used in this statute has a wider significance than the words “laborers and operatives;’” therefore, a bookkeeper employed by a corporation merely to keep its books, falls directly within the class of persons whom the statute was designed to protect. (People v. Beveridge Brewing Co., 91 Hun, 313.) L. 1886, Cx. 310. An Act to provide for the winding up of corporations which have been annulled and dissolved by legislative enactment. See note on next page. ReEoEIveR To Give Bonp. ~T Co Lo Dissolution and Receivers. L. 1886, Cu. 271. An Act in relation to the consents of property owners, order of the general term confirming reports of commissioners and the con- sents of the local authorities heretofore given to the construction and operation of street surface railroads by companies which have been dissolved or annulled, or whose charter may have been repealed by legislative enactment. (The text of the two foregoing entitled laws of 1886 is omitted from this work for the reason that said laws have been held unconstitutional and void. See People v. O’Brien, 111 N. Y., 1, 66. In the concurring opinion of Justices Andrews and Earl, the following language is used, to wit: ‘The act, chapter 276, is unconstitutional. That act and the act chapter 310 are parts of the same scheme adopted by the Legislature for the purpose of winding up the affairs of the corporation and disposing of and distributing its property. The main features of the latter act are unconstitutional and void, and thus so much of the legislative scheme has failed that there is not enough left to save the whole act from condemnaticn,’’) Cope or Crvit PrRocrepure. Receivers must give bonds. Srction 715. A receiver, appointed in an action or special pro- ceeding, must, before entering upon his duties, execute and file with the proper clerk, a bond to the people, with at least two sutli- cient sureties, in a penalty fixed by the court, judge, or referee, making the appointment, conditioned for the faithful discharge of his duties as receiver; and the execution of any such bond by any fidelity or surety company authorized by the laws of this state to transact business, shall be equivalent to the execution of said bond by two sureties. And the court, or, where the order was made out of court, the judge making the order, by or pursuant to which the receiver was appointed, or his successor in office, may, at any time remove the receiver, or direct him to give a new bond, with new sureties, with the like condition. But the foregoing provisions of this section do not apply to a case where special provision is made by law, for the security to be given by a receiver, or for increasing the same, or for removing a receiver. A receiver who, having exe- cuted and filed a bond as provided for in this section, before pre- senting his accounts as receiver, must give notice to the surety or sureties on his official bond, of his intention to present his accounts, not less than eight days before the day set for the hearing on said Receivers May Hortp Reat Property. 33 Dissolution and Receivers. accounting. The same notice must be given to such surety or sureties where the accounting is ordered on the petition of a person or persons other than the receiver, and in no case shall the receiver’s accounts be passed, settled or allowed, unless the said notice provided for in this section shall have first been given to the surety or sureties on the official bond of such receiver. (Thus amended by L. 1896, ch. 94.) Certain receivers may hold real property. § 716. A receiver, appointed by or pursuant to an order or a judgment, in an action in the Supreme Court or a county court, or in a special proceeding or the voluntary dissolution of a corpora- tion, may take and sold real property, upon such trusts and for such purposes as the court directs, subject to the direction of the court, from time to time, respecting the disposition thereof. (Thus amended by L. 1895, ch. 946, took effect Jan. 1, 1896.) Commissions of receivers. § 8320. A receiver, except as otherwise specially prescribed by statute, is entitled, in addition to his lawful expenses, to such com- missions, not exceeding five per centum upon the sums received and disbursed by him, as the court by which, or the judge by whom he is appointed, allows. But if in any case the commissions of a tem- porary or permanent receiver, so computed, shall not amount to one hundred dollars, said court or judge may, in its or his discretion, allow said receiver such a sum, not exceeding one hundred dollars, for his commissions as shall be commensurate with the services ren- dered by said receiver. Any receiver, assignee, guardian, trustee, committee, executor, administrator or person appointed under section ninety-one of the real property law or under section eight of the personal property law required by law to give a bond as such may include as a part of his lawful commissions such reasonable sum not exceeding one per centum per annum upon the amount of such bond paid his surety thereon as such court or judge allows. (Thus amended by L. 1899, ch. 94, and L. 1902, ch. 404.) The amount of commissions of a temporary receiver, appointed on au application for the voluntary dissolution of a corporation, is governed by the foregoing provision. Section 76, chapter 8 of part 3 of the Revised Statutes (ante, page 720), applies only to permanent receivers. (Matter of Warren E. Smith Co., 31 App. Div., 39.) 7134 Ratzoaps, Tre ror Construction ExrEnpxp. Dissolution and Receivers. L. 1898, Cu. 495. An Act to extend the time for the commencement of construction or the completion of railroads that have been placed in the hands of receivers by the supreme court. Sxcrion 1. All railroad corporations that have been organized under the laws of this state, and have been placed in the hands of a receiver or receivers by the supreme court of this state, and that are now in the hands of such receiver or receivers, are hereby granted five years from and after the passage of this act within which to complete their said roads, and the charter or charters of such companies shall not be deemed or taken as forfeited by their ‘failure to complete their said roads within the time originally lim- ited in the general laws of this state for the completion of such roads. And the said companies are hereby authorized to proceed and build their said roads and complete the same within five years after the passage of this act, and the corporate powers and rights shall not be deemed or held to have ceased by reason of lapse of time or by reason of the appointment of such a receiver or receivers. (Became a law April 22, 1898.) L. 1898, Cx. 522. An Act to authorize and empower receivers of corporations appointed by a judgment or order in an action or special pro- ceeding to sell the property of the corporation at private sale. Srcrion 1. A receiver duly appointed in this state by and pur suant to a judgment in an action, or by and pursuant to an order in a special proceeding, may, upon application to the court by which such judgment was rendered, or such order was made, and upon notice tosuch parties as may be entitled to notice of Sate or Prorerry at Private SA.e. 735 1 Dissolution and Receivers. applications made in such action or special proceeding, be author- ized by the said court to sell or convey the property, whether real or personal, of the corporation of which he is the receiver, at private sale, upon such terms and conditions as the court may direct. §9. All sales of the property of a corporation heretofore made at private sale by such @ receiver, and conveyances thereof, where such sales or conveyances have been authorized or directed by the court having jurisdiction of the action or special proceeding in which such receiver was appointed, are hereby ratified and con- firmed in so far as the legal capacity and statutory power of the receiver to make the same are concerned, L. 1898, On. 534. An Act to facilitate the collection and recovery of the assets of corporations for which receivers have been appointed. Szorion 1. Whenever any receiver of a domestic corporation, or of the property within this state of any foreign corporation, shall have been appointed and qualified, as provided in title two of chapter fifteen, or title eleven of chapter seventeen, of the code of civil procedure, either before, upon, or after final judgment or order in the action or special proceeding in which such appoint- ment was made, shall, by his own verified petition, affidavit or other competent proof, show to the supreme court, at a special term thereof, held within the judicial district wherein such appoint- ment was made, that he has good reason to believe that any officer, stockholder, agent or employe of such corporation, or any other person whomsoever, has embezzled or concealed, or withholds or has in his possession or under his control, or has wrongfully dis- posed of, any property of such corporation which of right ought to be surrendered to the receiver thereof; or that any person can testify concerning the embezzlement, concealment, withholding, 736 Cottection anp Recovery oF ASSETS. Dissolution and Receivers. possession, control or wrongful disposition of any such property, the court shall make an order, with or without notice, command- ing such person or persons to appear at a time and place to be designated in the order, before the court or before a referee named by the court for that purpose, cnd to submit to an examination concerning such embezzlement, concealment, withholding, pos- session, control or wrongful disposition of such property; and at the time of making such order or at any time thereafter, the court may, in its discretion, enjoin and restrain the person or persons so ordered to appear and be examined from in any manner disposing of any property of such corporation which may be in the pos- session or under the control of the person so ordered to be exam- ined, until the further order of the court in relation thereto. No person so ordered to appear and be examined shall be excused from answering any question on the ground that his answer might tend to convict him of a criminal offense; but his testimony taken upon such examination shall not be used against him in any criminal action or proceeding. § 2. Any person so ordered to appear and be examined shall be entitled to the same fees and mileage, to be paid at the time of serving the order, as are allowed by law to witnesses subpoenaed to attend and testify in an action in the supreme court, and shall be subject to the same penalties upon failure to appear and tes- tify in obedience to such an order as are provided by law in the ease of witnesses who fail to obey a subpoena to appear and testify in an action. § 8. Any person appearing for examination in obedience to such order shall be sworn by the court or referee to tell the truth, and shall be entitled to be represented on such examination by counsel, and may be cross-examined, or may make any voluntary, statement in his own behalf concerning the subject of his exami- nation which may seem to him desirable or pertinent thereto. $4. The court before which such examination is taken, as well as the referee, if one be appointed for that purpose, shall have power to adjourn such examination from time to time, and may, Cottection anp Recovery or ASSETS. 737 Dissolution and Receivers. rule upon any question or objection arising in the course of such ‘examination, to the same extent that might be done if the per- son so examined were testifying as a witness in the trial of an ‘action. § 5. When the examination of any person under such order shall be concluded, the testimony shall be signed and sworn to by the person so examined, and shall be filed in the office of the clerk of the county where the action is pending, or was tried, in which the receiver was appointed; and if from such testimony it shall appear to the satisfaction of the court that any person so examined is wrongfully concealing or withholding, or has in his possession or under his control, any property which of right belongs to such receiver, the court may make an order commanding the person so examined forthwith to deliver the same to such receiver, who shall hold the same subject to the further order of the court in relation thereto; and otherwise, the court may, at the conclusion of any such examination, make such final order in the premises aa the interests of justice require. 47 THE STATE CONSTITUTION. *Provisions Re.ativE TO CoRPORATIONS, Corporations, how created. Articte VIII, Srecrion 1. Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section may be altered from time to time or repealed. This provision is permissive, not mandatory. (Matter of Tax-payers of Kingston, 40 How., 444.) A special act for incorporation is not unconstitut.onal by reason of the existence of a general law; the necessity of the act is in the legislative discretion. (People v. Bowen, 21 N. Y., 517; Mosier v. Hilton. 15 Barb., 657; Metropolitan Bk. v. Van Dyck, 27 N. Y., 448.) An act remedying a technical defect in the organization of a corpora- tion is valid. (Syracuse City Bk. v. Davis, 16 Barb., 188.) Corporate powers obtained under general laws may be extended by special act. (In re Prospect Park & C. Isl. R. R. Co., 67 N. Y., 372.) The power reserved in this section enables the Legislature to impose upon corporations such additional restrictions and conditions as the public good requires. (Mayor, etc., v. 23d St. Ry. Co., 113 N. Y., 311; People ex rel, Kimball vy. B. & A. R. R. Co., 70 N. Y¥., 89: People v. O’Brien, 111 N. Y., 1; N. Y. Cable Ry. Co. vy. Chambers St. Ry. Co., 40 Hun, 29; Troy & Rutland R. R. Co. v. Kerr, 17 Barb., 603; Northern R. R. Co. v. Miller, 10 Barb., 282.) Debts of corporations. Articte VIII, § 2. Dues from corporations shall be secured by such individual liability of the corporators and other means as may be prescribed by law. It seems that the word “dues” does not include “dues” to directors. (McDowell v. Sheehan, 129 N. Y., 201.) * Asamenled and in force January 1, 1896. I, Pxovisions Reiative to Corporations. 739° The State Constitution. “ Corporations ” defined. Articte VIII, § 38. The term corporations as used in this article shall be construed to include all associations and joint-stock companies having any of the powers or privileges of corporations not possessed by individuals or partnerships. And all corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons. Summary proceedings to enforce individual liability are valid. (Empire City Bank, 18 N. Y., 199.) A provision in a railway charter that the Supreme Court alone shall issue injunctions against it, is invalid. (Story v. N. Y. El. R. Co., 3 Abb. N C., 478; see, also, Van Vranken v. City of Schenectady, 31 Hun, 516.) Restriction as to private and local bills. Articte IIT, § 16. No private or local bills, which may be passed by the Legislature, shall embrace more than one subject, and that shall be expressed in the title. In submitting an amendatory act to the test of the constitutional pro- vision that “nc private or local bill * * * shall embrace more than one subject, and that shall be expressed in the title,” the inquiry must be based upon the title of the original act. (In re N. Y. & Long Island Bridge Co., 148 N. Y., 540.) Where an act deals with a subject not expressed in its title, and the void provisions are separable frcm those that are lawful, and that which remains is capable of being executed, and stands complete in itself, it may be treated as constitutional. (140 N. Y., 540, supra; People ex rel. City of Rochester v. Briggs, 50 N. Y., 553; Matter of Vau Antwerp, 56 N. Y., 267; Matter of Sackett aid Other Streets, 74 N. Y., 95; Matter of Village of Middletown, 82 N. Y., 196; People ex rel. v. Kenney, 96 N. Y., 294, and cases therein cited. An act containing both general and local provisions is not a local act, and the general provisions are not void because the title refers only to the local provisions (People v. McCann, 16 N. Y., 58), but the local pro- visions are void unless specified in the title. (People v. Supervisors of Chautauqua, 43 N. Y., 10.) An expression of the general subject is sufficient. (Nuendorff v. Duryea, 69 N Y., 557.) A local act embracing two subjects, one relating to the establishment of a town board of improvement and its powers, and the other attempting to confirm a contract made by the board for the lighting of the town, violates the constitutional provision that “no private or local bill which may be passed by the Legislature shall embrace more than one subject, and that shall be expressed in the title.” (Parfitt v. Ferguson, 3 App. Div., 176. A local act is not wholly void because it embraces two sub- jects, but it can be sustained only as to that subject which is expressed in its title. (Id.) 740 Provisions RELATIVE TO CoRPORATIONS. The State Constitution. Private or local bills, when prohibited; general laws to be passed; street railroads, conditions relating thereto. Articte III, § 18. The Legislature shall not pass a private or locai bill in any of the following cases: * * * * * * * Granting to any corporation, association or individual the right to lay down railroad tracks. Granting to any private corporation, association or individual any exclusive privilege, immunity or franchise whatever. Providing for public bridges, and chartering companies for such purposes, except on the Hudson river below Waterford, and on the Fast river, or over the waters forming a part of the boundaries of the State. The Legislature shall pass general laws providing for the cases enumerated in this section, and for all other cases which in its judgment may be provided for by general laws. But no law shall authorize the construction or operation of a street railroad except upon the condition that the consent of the owners of one-half in value of the property bounded on, and the consent also of the local authorities having the control of that portion of a street or high- way upon which it is proposed to construct or operate such railroad be first obtained, or in case the consent of such property owners cannot be obtained, the Appellate Division of the Supreme Court, in the department in which it is proposed to be constructed, may, upon application, appoint three commissioners who shall determine, after a hearing of all parties interested, whether such railroad ought to be constructed or operated, and their determination, confirmed by the court, may be taken in lieu of the consent of the property owners. The provision of the Constitution which prohibits the Legislature from passing a private or local bill granting to any corporation, association or individual the right to lay down railroad tracks, does not apply to a grant to a municipality. (Sun Publishing Assn. v. Mayor, etc., of New York, 152 N. Y., 257; affg. 8 App. Div., 230.) A provision in a statute, enacting that a bridge shall be so constructed as to provide for “the accommodation and transportation of passengers and vehicles of every description,” is not to be so construed as to authorize the laying of railroad tracks when the effect of such construction would be to render the statute repugnant to the constitutional inhibition against the passage of any private or local bill granting the right to lay down railroad tracks. (In re N. Y. & Long Island Bridge Co., 148 N. Y., 540; affg. 90 Hun, 312.) Where there is room for two constructions of a statute both equally obvious and equally reasonable, the court must adopt the construction which, without doing violence to the fair meaning of the Provisions Rexative to CorroRaTIons. TAL The State Constitution. word used, brings the statute into harmony with the Constitution. (148 N. Y., 540, supra; Oneida Co. Supervisors v. Brogden, 112 U. S., 268; People ex rel. Burroughs v. Supervisors, 17 N. Y., 241; People ex rel. Bolton v. Albertson, 55 N. Y., 54; In re Gilbert Elevated R. R. Co., 70 N. Y., 367.) The amended provision requiring the application for appointment of commissioners to determine whether a street railroad should be con- structed to be made to the Appellate Division, did not take effect until January 1, 1896, and until that date the General Term continued to have jurisdiction to entertain such applications. (Matter of Board of Rapid Transit Railroad Comrs., 147 N. Y., 260.) The above provision of the Constitution that the determination of com- missioners, confirmed by the court, may be taken in lieu of the consent of the property owners, does not give to the Appellate Division any power in the matter where the report of the commissioners is unfavorable to the construction of the road. (Matter of Nassau Electric R. R. Co., 6 App. Div., 141, dist’g 82 N. Y., 95, and 143 N. Y., 249.) It is only a favorable report, confirmed by the court, which can be taken in lieu of the consent of the property owners. (Id.) When a street railroad seeks to cross a bridge, one half of which lies in a village in one town and the other half in a village in an adjoining town, the bridge having been built by the two towns, both of which are chargeable with its repair and maintenance, the cousent of the highway commissioners of the two towns is a prerequisite, under the foregoing section, to the construction and operation of the railroad. (Town of Wheatfield v. Tonawanda Street R. R. Co., 92 Hun, 460.) A consent obtained from the trustees of the two villages will not, in such a case, satisfy the constitutional requirement. (Id.) These provisions for consent of property owners do not apply to the city of New York. (In re Gilbert Elev. R. Co., 70 N. Y., 361.) As to meaning of “ private or local bill,” see People v. Supervisors, etc., 43 N. Y., 10; In re Church, 92 N. Y., 1; In re N. Y. El. R. R. Co., 70 N. ¥,, 350; In re-Union Ferry Co., 98 N. Y., 139, and cases therein cited. An act authorizing the construction of an illustrative section of elevated railway on a street in New York city is invalid. (People v. Loew, 102 N. Y., 471.) An act to extend the time for the completion of a railroad, after the expiration of the time fixed by L. 1850, ch. 140, § 47, as amended by L. 1867, ch. 775, is unconstitutional. (In re Brooklyn, etc., R. R. Co., 75 N. Y., 335; Patten v. N. Y. El. R. R. Co., 3 Abb. N. C., 306.) But an act restricting and regulating an existing right is not within the prohibition of this section. (In re Gilbert El. R. R. Co., 70 N. Y., 361; People v. B., F.& C. 1. RB. R. Co., 89 N. ¥., 75; In re N. Y. El. R. R. Co., 70 N. Y¥., 327; Moran y. L. I. City, 101 N. Y., 439.) The Legislature may enact that a second railway shall not be con- structed in a street until the consent of the first is obtained. (In re 34th St. R. R. Co., 102 N. Y., 348.) This section relates to every kind of street railroad — surface, elevated or underground —in the existence or non-existence of which the local authorities and property owners might have an interest. (In re N. Y. 742 Provisions Revarrve to CorroRations. The State Constitution. Dist. Ry. Co., 107 N. Y., 42.) It also embraces pneumatic railways, (Astor vy. Arcade Ry. Co., 113 N. Y., 93.) The determination of the commissioners is not operative until confirmed by the General Term. (In re Kings Co. El. R. R. Co., 82 N. ¥., 95.) Consent of a property owner need not be under seal, or convey any interest he may have in the street or highway. (In re Cortland & Homer H. R. R. Co., 31 Hun, 72, aff’d 95 N. Y.; 663; see, also, the Railroad Law, § 91.) As to change of route, see Negus y. City of B’klyn, 10 Abb. N, C, 180; see, also, Weincke v. N. Y. C. & H. R. R. Rf. Co., 39 N. Y. St. R., 584, aff'd on opinion below, 133 N. Y., 656; Hilton v. 34th St. R. R. Co, 1 How. Pr., N. S., 453; Met. Transit Co. vy. Mayor, ete, 111 N. Y., 588; Schaper v. B. & L. I. C. Ry. Co., 4 St. Rep., 860; 124 N. Y., 680.) The provision as to highways applies only to public highways. (People etc., v. Banks, 67 N. Y., 568.) When the foregoing section shall not apply. Articte ITI, § 23. Sections seventeen and eighteen of this article shall not apply to any bill, or the amendments to any bill, which shall be reported to the Legislature by commissioners who have been appointed pursuant to law to revise the statutes. The Legislature are the exclusive judges whether a bill was so reported, (People v. Petrea, 92 N. Y., 128.) State aid to corporations prohibited. Articte VIII, § 9. Neither the credit nor the money of the State shall be given or loaned to or in aid of any association, cor- poration or private undertaking. This section shall not, however, prevent the Legislature from making such provision for the educa- tion and support of the blind, the deaf and dumb, and juvenile delinquents, as to it may seem proper. Nor shall it apply to any fund or property now held, or which may hereafter be held, by the State for educational purposes. Municipal aid to corporations prohibited. Arricte VIII, § 10. No county, city, town or village shall hereafter give any money or property, or loan its money or credit to or in aid of any individual, association or corporation, or become directly or indirectly the owner of stock in, or bonds of, any asso- ciation or corporation; nor shall any such county, city, town or village be allowed to incur any indebtedness except for county, eity, town or village purposes. * * * This provision annulled all acts relating to bonding of towns for rafl- road purposes, but does not affect contracts actually made and in force when it went into effect. (In re Buffalo & Jamestown R. R. Co. v. Comrts Provisions Retative to Corporations. 443 The State Constitution. etc., 5 Hun, 485; see, also, Same v. Falconer, 103 U. S., 821; Falconer v. Buffalo & Jamestown R. R. Co., 69 N. Y., 491; People ex rel. Hatfield v. Trustees, 70 N. Y., 28; Town of Cherry Creek v. Becker, 123 N. Y., 161.) A municipality may pay an acknowledged debt. (Hills v. Peekskill Sav. Bk., 101 N. Y., 490.) Private property taken for public use. Agticte 1, § 6. * * * No person shall * * * be deprived of life, liberty or property without due process of law; nor shall private property be taken for public use, without just compensation. Relative to the acquisition of private property for public use, see the Condemnation Law. An act of the Legislature is not, of itself, ‘due process of law.” (Stuart v. Palmer, 74 N. Y., 183.) The owner of property should have an oppor- tunity to be heard, and to defend, enforce and protect his rights. (Id.) “Due process of law,’”’ meaning of, considered. (Westervelt v. Gregg, 12 N. Y., 209; Happy v. Mosher, 48 N. Y., 313.) An easement is property. (Hussner v. Brooklyn City R. R. Co., 114 N. Y., 483; Lahr v. M. El. R. R. Co., 104 N. Y¥., 268; Arnold v. H. R. R. R. Co., 55 N. Y., 661; Story v. N. Y. El. R. R. Co., 90 N. Y., 122; People ex rel. Williams v. Haines, 49 N. Y., 587.) It is the province of the Legislature, not the courts, to determine whether the public benefit will justify taking private property for public uses. (In re Fowler et al., 53 N. Y., 60; In re Hendrick v. Smith, 21 N. Y., 595; In re Townsend, 39 N. Y., 171; B. & N. Y. City R. R. Co. v. Brainard, 9 N. Y., 100; Bloodgood v. M. & H. R. R. R. Co., 18 Wend., 9.) Also what interest shall be taken. (Brooklyn, etc., v. Armstrong, 45 N. Y., 234.) Whether the use is public or private is a question for the courts. (In re Split R. C. R. Co., 128 N. Y., 408; Niag. F. & W. Ry. Co., 108 N. Y., 375.) Under this provision ch. 554, L. 1885, is unconstitutional. (People ex rel Harvey et al. v. Loew, 102 N. Y., 471.) A law authorizing exercise of right of eminent domain must provide for obtaining compensation. (Bloodgood v. M. R. R. R. Co., 18 Wend., 9.) Payment of compensation need not be made a condition precedent to anentry (Chapman y. Gates, 54 N. Y., 132.) Taking a street or highway for railroad purposes entitles the owner of the fee to compensation. (Williams vy. N. Y. C. R. R. R. Co., 16 N. Y,, 97; McMahon v. Same, 24 N. Y., 658; Carpenter v. O. & S. R. R. Co., Id, 55; Wager v. Troy U. R. R. Co., 25 N. Y., 526; Craig v. Rochester, etc., R. R. Co., 39 N. Y¥., 404.) The Legislature may authorize railroads upon streets or highways, the fee of which is owned by a municipality, without entitling either abutting owners or the municipality to compensation. (Forbes v. R., W. & O. R. R. Co. 121 N. Y., 505; Kellinger v. 42d St. R. R. Co., 50 N. Y., 209; Mahady v. Bushwick R. R. Co., 91 N. Y., 148.) Rights of abutting owner who has no interest in the fee of the street. (Abendroth v. Man. El. R. R. Co., 122 N. Y., 1; Kane v. N. Y. EL R. RB Co., 125 N. Y., 164.) W4e Provisions REiatiIvE To CoRPORATIONS. The State Constitution. See, also, Uline v. N. Y. C. & H. R. R. R. Co., 101 N. Y., 98; Niag. F. & W. R. Co., 121 N. Y., 319; Griswold v. Met. El. Ry. Co., 122 N. Y., 102; People v. O’Brien, 111 N. Y., 1; N. Y. Cable Co. v. Mayor, ete. 104 N, Y,, 1, 43; Inre N. Y., W. S. & B. Ry. Co., 101 N. Y., 685. Compensation; how ascertained. Articte 1, § 7. When private property shall be taken for any public use, the compensation to be made therefor, when such com- pensation is not made by the State, shall be ascertained by a jury, or by not less than three commissioners appointed by a court of record, as shall be prescribed by law. Private roads may be opened in the manner to be prescribed by law; but in every case the neces- sity of the road and the amount of all damage to be sustained by the opening thereof shall be first determined by a jury of freeholders, and such amount, together with the expenses of the proceeding, shall be paid by the person to be benefited. General laws may be passed permitting the owners or occupants of agricultural lands to construct and maintain for the drainage thereof, necessary drains, ditches and dykes upon the lands of others, under proper restric- tions and with just compensation, but no special laws shall be enacted for such purposes. See the Condemnation Law. The word “jury,” as used in the foregoing clause of the Constitution, means a jury of men possessing such qualifications as the law in force at the time prescribes for jurors serving in the courts, and selected from one of the lists in use by the courts. (People ex rel. Eckerson v. Village of Haverstraw, 151 N. Y., 75.) Persons selected by village trustees to determine the damages to be awarded to landowners by reason of opening of a village street, selected pursuant to the act for the incorporation of villages, as amended by Laws of 1893, chap. 694, is not such a jury as is- required by the Corstitution. (Id.) When compensation for private property taken for public use has been ascertained in the constitutional method, what review shall be permitted of the action or determination of the jury or commissioners, within their jurisdiction, rests in the discretion of the Legislature. (In re De Camp, 151 N. Y., 557; revsg. 77 Hun, 478.) The “jury” referred to means a body drawn in the ordinary way, but whose decision may be pronounced by a majority. (Cruger v. Hudson R. R. Co., 12 N. Y., 190.) Where all the commissioners are notified and a majority act, it is sufficient. (Astor v. Mayor, etc., 62 N. Y., 580.)’ ‘ An act (L. 1857, ch. 156, § 12) which provides that the court may increase or diminish the amount of compensation on an appeal from an award made by commissioners duly appointed, is unconstitutional. (In re Malone W. W. Co., 15 N. Y. Supp., 649; 38 St. Rep., 95.) See, also, In re Townsend, 39 N. Y., 171. Provistons Reiatitve to CorPorATIons. 745 The State Constitution. Public officers not to receive passes. Articte XIII, § 5. No public officer, or person elected or appointed to a public office, under the laws of this State, shall directly or indirectly ask, demand, accept, receive or consent to receive for his own use or benefit, or for the use or benefit of another, any free pass, free transportation, franking privilege or discrimination in passenger, telegraph or telephone rates, from any person or corporation, or make use of the same himself or in con- junction with another. A person who violates any provision of this section, shall be deemed guilty of a misdemeanor, and shall forfeit his office at the suit of the attorney-general. Any corpora- tion, or officer or agent thereof, who shall offer or promise to a public officer, or person elected or appointed to a public office, any such free pass, free transportation, franking privilege or discrimi- nation, shall also be deemed guilty of a misdemeanor and liable to punishment except as herein provided. No person, or officer or agent of a corporation giving any such free pass, free transporta- tion, franking privilege or discrimination hereby prohibited, shall be privileged from testifying in relation thereto, and he shall not be liable to civil or criminal prosecution therefor if he shall testify to the giving of the same. (New provisions, added in 1895.) A notary public is a public officer within the meaning of the foregoing section, and a notary public who, before this provision of the Constitution went into effect, had rightfully received a free pass over a railroad, is, by said provision, prohibited from thereafter using it while he continues to hold such office. (People v. Rathbone, 145 N. Y., 434.) For a violation of this provision by a notary public, an action by the people is maintainable against him to have his office adjudged to be forfeited. (Id.) A railroad policeman appointed pursuant to section 58 of the Railroad Law, is a public officer and, therefore, prohibited from receiving for his own use and benefit a pass from any corporation. (Dempsey v. N. Y. C. & H.R. R. R. Co., 146 N. Y., 290.) But where a person made a contract with a railroad corporation whereby he agreed to render police services for it and to receive for such services a fixed salary and also an annual pass for transportation over its road and that of another corporation, which could be used by him when engaged in the business of the corpora- tion or in his own private affairs, it was held, that the pass under the contract was not a “free pass” within the meaning of the Constitution; and that an action was maintainable to compel specific performance of the contract. (Id.) This section does not prohibit the Railroad Commissioners, their clerks, agents and experts from accepting and using passes issued by the Secretary of State for their transportation while engaged in public busi- hess. (Matter of Railroad Commissioners, 11 Misc., 103.) 746 Provisions RELATIVE To CoRPORATIONS. The State Constitution. Duty of district-attorney. Articte XIII, § 6. Any district attorney who shall fail faith. fully to prosecute a person charged with the violation.in his county of any provision of this article which may come to his knowledge, shall be removed from office by the governor, after due notice and an opportunity of being heard in his defense. The expenses which shall be incurred by any county, in investigating and prosecuting any charge of bribery or attempting to bribe any person holding office under the laws of this State, within such county, or of receiv- ing bribes by any such person in said county, shall be a charge against the State, and their payment by the State shall be provided for by law. THE STATUTORY CONSTRUCTION LAW. Laws or 1892, Cuaprer 677. Being “ An Act relating to the construction of statutes, consti tuting chapter one of the general laws,” as amended to the com- mencement of the legislative session of 1903. SECTION SO (00 SAS. OT ym ge bS 11. 12. 13. 14. 16. 16. 17. 18. 19. 20. 21, 22, 23. * 24, 25. 26. 27. 28. 29, 30. 81, Tur Sraturory 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 persou. 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 Eagland and of the colony of New York. Limiting the effect of repealing statutes. 748 Snort TitteE; Prorerty, Reat anp Personatr. 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. 34, Alterations of title and head notes, 35. Laws repealed. 36. Time of taking effect. Short title; extent of application. Sxction 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, § 3348, 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; Jupge; Lunacy; Grnper, Ere. 749 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. 18. R. §., 2499, Part II, ch. 4, tit. 2, § 3. Id., 1101, L. 1857, ch. 536, § 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. 8, 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 Teference 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.) 750 Heretorort; Last; Forio; Writine; Seat. 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., § 3348, sub. 22. Last; preceding; next; following. § 10. bo ScurvuLe or Laws ReEpea.ep. The Statutory Construction Law. ScurepuLe or Laws ReEepEa.ep. I, chapter 8, title 8.. I, chapter 19, title 1. Revised Statutes, part Revised Statutes, part Revised Statutes, part II, chapter 4, title 2.. Revised Statutes, part II, 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.:...i6siseueeveseseeieve sages Laws 1828, second meeting, fifty-first session, CHapter 2is sisseegin wiwecoad eieiet ee hie ois Laws 1857, chapter 536........cccecesceeeee Laws 1874, chapter 321............. Boies estes Laws 1877, chapter 466.. .scescscoscecesecs Laws 1884, chapter 14........ Shel Wieln.e oo oie (ors Laws 1886, chapter 21...... esis) sateia. weretecarae s Code of Civil Procedure.......ccecesccceocs Code of Criminal Procedure.....cccsccccess Penal Codeisicis css sevsvissssecrccscereecae oe Sections repealed. ty Semioe UGS sxeaateavaie cca 13. 1, 2, 8, 4, Seo ceaes 23, 24, 26, Binis it annsarediewaye 5. Dee wile ais setters 24, Qhe aces uaa aries] 185 Wecveee cians seacey DLs Gis cvevcee sierece lll Os 9,10, TLecceces ssf 8) 9. 3and4...... steal Bile Dcoweweecsaceagns 5. All ncuessveieenece) 18 QV ewsisrars SRE din ee 8. AN, saticeciedicenes] 265 RO asain: Siniees 16. 29, 788, 960 and subdivisions 6, %, 8, 15, 17, 21, 22, 23 and 24 of section 3348....| 18, 25, 8, 4, 2, 7, 21, 22, 20, 12, 11. 955, 956, 957....../ 18, 12, 14. 261, 500, and sub- ; divisions 9, 10, 11, 12, 18, 14 and 15 of sec tion 718...... ..| 25, 2, 8, 5, 8 and 4, TAXATION OF CORPORATIONS. Provisions ReiativE to tHE Annual Taxes or Corporations. Laws or 1896, Cxaprer 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 froperty 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. “Messrs. Collin and Fiero were appointed as such counsel and reported to the Legislature of 1893, a proposed revision of the tax laws, purporting 764 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 incon- 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 bas 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 APPLicaABLE To Corporations. 765 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- tiov 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 bill, 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. Szction 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 766 Provistons 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 v. Village of Douglas, 64 N. Y, 91; Town of Guilford v. Supervisors of Chenango, 13 N. Y., 148.) 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 show 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.) Provistons APPLICABLE TO CORPORATIONS. "67 The Revised Tax Law. Definitions. g2. 1, “Tax district,” as used in this chapter, means a political sub- division 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, 8. 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 telegraph 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, including the value of all franchises, rights or permission to con- struct, maintain or operate the same in, under, above, on or through, streets, highways, or public places; 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 ground; all mains, pipes and tanks laid or placed in, upon, above or under any public or pri- vate street or place for cynducting steam, heat, water, oil, electricity or any Property, substance or product capable of transportation or conveyance therein or that is protected thereby, including the value of all franchises, rights, authority or permission to construct, maintain or operate, in, under, above, upon, or through, any streets, highways, or public places, any mains, pipes, tanks, conduits, or wires, with their appurtenances, for con- ducting water, steam, heat, light, power, gas, oil, or other substance, or electricity for telegraphic, telephonic or other purposes; all trees and underwood growing upon land, and all mines, minerals, quarries and fos- sils in and under the same, except mines belonging to the state. A fran- chise, right, authority or permission specified in this subdivision shall for the purpose of taxation be known as a “special franchise.” A special franchise shall be deemed to include the value of the tangible property of & person, co-partnership, association or corporation situated in, upon, under or above any street, highway, public place or public waters in connection with the special franchise. The tangible property so included shall be taxed as a part of the special franchise. No property of a municipal cor- poration shall be subject to a special franchise tax. (Thus amended by L. 1899, ch. 712.) This section, as thus amended, is a portion of the Franchise Tax Law, and includes franchises in the definition of real estate. The scheme for the taxation of franchises is embodied in sections 21, 31, 37, 42-47, post. Gas mains have been taxable as real estate ever since the amendment of 1881, chapter 293. (People ex rel. Keystone Gas Co. v. Martin, 48 Hun, 198; 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; 93 id., 318; 48 Hun, 119.) The foundations, columns and superstructure of an elevated railroad 768 Provistons 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., 284; Phelps v. Bostwick, 22 N. Y., 248; 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 y. 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 ana 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, ete., 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, etc. of N. Y., 2 Sandf., £52.) 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 term special franchise shall not be deemed to include the crossing of a street, highway or public place where such cross- ing is not at the intersection of another street or highway, unless such crossing shall be at other than right angles for a distance of not less than two hundred and fifty feet, in which case the whole of such crossing shall be deemed a special franchise. This sub- division shall not apply to any elevated railroad. (New, inserted by L. 1901, ch. 490.) Provisions APPLICABLE TO CoRPORATIONS. 769 The Revised Tax Law. 5. The terms “ personal estate,” and “ personal property,” as 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, how- ever 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* corporations, and such portion of the capital of incorporated companies, liable to taxation on their capital, as shall not be invested in real estate. (Changed from subdiv. 4 to 5 by L. 1901, ch. 490.) Source of section; L. 1851, ch. 371, § 1; L. 1883, ch. 392. 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. § 3. 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. 8., 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 aoe the corporation. (McMahon v. Palmer, 102 N, Y., 176, aff’g 12 aly, 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. Comrs. of Taxes, 17 How. Pr. 208; S. C. 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 v. Comrs. of Taxes, 40 Barb., 335, reversed on another point in 2 Wall., 400; Brit. Com. Ins. Co., v. Comrs. of Taxes, 28 How. Pr., 57; S. C., 1 Abb. Ct. App., 202; S. C., 18 Abb. Pr., 118; People ex rel. Lincoln v. Ass’ors Town Barton, 44 Barb., 153; 8. 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. Locknort. 46 Barb.. 591: Foster v. Van Wyck, 41 How. Pr., 496: 8. C., 2 Abb. Ct. App.. 171: People ex rel. Jeffer- 8on v. Gardner, 51 Barb., 354; People ex rel. Erie R. R. Co. v. Beardsley, * So in the original. 49 "70 Provistons APPLICABLE TO CORPORATIONS, eee The Revised Tax Law. 52 Barb., 106; People v. Barker, 48 N. Y., 74; Clark v. Norton, 58 Barb., 436: Pacific 8. S. Co. v. Comrs. Taxes, 46 How. Pr., 319, 343; Barlow v. 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 v. 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 vy. 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. 8., 397; Railroad Co. v. New Orleans, 143 U. S., 192; Keokuk, etc., R. R. Co. v. Missouri, 152 U. S., 301; see, also, 120 U. S., 569; Yazoo, etc., R. R. Co. v. 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. Y. 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 y. State of Tennessee. 117 U. S.. 151.) Provisions APPLICABLE TO CORPORATIONS. 71 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., 525.) 9. 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. 8. 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 R. 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. ¥., 479, 486-89, as to what constitutes a municipal purpose generally.] 4, The lands in any Indian reservation cwned by the Indian nation, tribe or band occupying them. [Indian L., § 6 (L. 1892, ch. 679)]. V72 Provisions APPLICABLE TO CORPORATIONS. ——», The Revised Tax Law. 5. «i New York, section 7, and for such purpose, do certify and declare as follows : [Here insert the recitals for the supplying or correction of which the amended certificate is made ; or omitting the matter un- authorized by law to be stated; or by making the desired cor- rection. | Iy Wirnzss WueErzor, we have made and filed this amended certificate in duplicate, and have hereunto subscribed our names. Dated this day of 189 [Stgnatures.] 872 Amenpep CrrtiricaTe To Corgect Derscr. Forms — No. 6. S. 8 Sratz or New York, County of . : On this day of 189 , before me personally came [insert names], known to me to be the individuuls 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. [Signature of notar.| The fees upon filing this certificate are: Office cf 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 CERTIFICATE OF THE Company. We, the undersigned, directors of [insert corporate name] Com- 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: [Set forth the informality.] 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, sec- tion 7, and for such purpose do certify and declare as follows: [Here set forth the amendment. | Ix Wirness WHEREor, we have made and acknowledged this amended certificate in duplicate, and have hereunto set our hands this day , 189 [Signatures of directors. ] AMENDED CrErtTiFicaTE To Correct DEFECT. 873 Forms — No. 7. Srate or New York, : County of ere On this day of , 189 , before me personally came [insert names of vh2 directors], known to me to be the indi- yicuals 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. Notary Public, County, N. Y. (As to feos see note to preceding form.) No. 7. Petition to Court to Amend Certificate of Incorporation which Fails to State True Objects of Corporation. re y See tho General Corporation Law, § %. Supreme Court, County. In tHe Matter oF THE PETITION OF THE [insert corporate name] Company, To AMEND 1T8 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 certiicate 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. S74 AMENDED CERIFICATE TO Corrzcot Derect. 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 80 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, (oe By [segnature] President. Strate or New York, . County of ‘ } as [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 1s9 } [Signature of notary.) AMENDED CERTIFICATE TO Correct DeEFEcT. 875 Forms— No. 8. No. 8. Notice of Application to Court for Correction of Objects. See the General Corporation Law, § 7e Starz or New Yorx, Supreme Court. In tHE Marrer oF THE PETITION OF THE [insert corporate name] TO AMEND ITS CERTIFY- 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 rule or order in this proceeding, amending the original certificate of incorporation of the [¢nsert 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 ,so0 as to truly set 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: ..... wear ceceeee TOON jciaucidaanaaas Attorney-General. 876 By-Laws ror Stock Corporations. Forms — No. 9. No. 9, By-Laws for stock Corporations. See the General Corporation Law, § 11. BY-LAWS OF THE COMPANY. Articte I.— Mretines 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 of , on the [e. g., second Monday in January] of each and every year, at 12 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 the Stock Corporation Law, section 20, and by mailing, at least 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 whenever requested in writing, so to do, by stockholders owning of the capital stock. A notice of every special meeting, stating the time, place and object thereof, shall be given by mailing, postage prepaid, at least 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, either in person or by proxy, stockholders owning of the capital stock of the corporation in order to constitute a quorum, except at special elections of directors pursuant to section 25 of the General Corporation Law. By-Laws For Srock CoRPoRATIONS. 877 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- acribed in the General Corporation Law, sections 20, 21 and 22. Section 5. If, for any reason, the annual meeting of stockholders shall not be held as hereinbefore provided, such annual meeting shall be called and conducted as prescribed in the General Corpo- ration Law, sections 24, 25 and 26. Section 6. At all meetings of stockholders, only such persons shall be entitled to vote in person and by proxy who appear as stockholders upon the transfer books of the corporation for 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. Cc “1 & or RP C bo 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 also state the name of such proxy. 878 By-Laws ror Stock Corporations. Forms — No. 9. Section 9. At special meetings of stockholders the provisions of sections 20, 21, 22, 25 and 26 of the General Corporation Law shall apply to the casting of all votes. Articte I].— 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 by section 20 of the Stock Corporation Law. 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 regn- lations for the conduct of their meetiugs 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. ‘ Articte III. — 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. a ae. nD By-Laws ror Stock Corporations. 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 secounts to any director or stockholder of the company upon appli- cation at the office of the company during business hours; he shall sign all certificates of stock signed by the president; 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 affix the seal of the company to all certificates of stock, when signed by the president and treasurer ; 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 $80 By-Laws ror Stock CoRPoRations. ny Forms— No. 9. shall be open for inspection as prescribed by section 29 of the Stock Corporation Law. Articts [V.— Carrrau Stoox. Section 1. Subscriptions to the 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 43 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. Section 4. Whenever the capital stock of the corporation is increased, each bona fide owner of its stock shall be entitled to purchase, at the par value thereof, an amount of stock in propor- tion to the number of shares of stock he owns in the corporation at the time of such increase. ARTICLE V.— Drvipenps. Section 1. 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 accordance with section 23 of the Stock Corporation Law. STATEMENT, ETC., BY Forrian Corporation. 881 Forms—WNo. 10. Articte VI.— Insrrcrors. 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 VII.—Snrat, 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. ArtictE VITI.— AmenpMents. 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- 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, as 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), 56 ‘882 STATEMENT, ETO., BY Foreren 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 [insert 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 [¢nsert 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 [insert name] to such designation, duly signed and acknowledged, is hereunto annexed. Sixth. That a sworn copy of the charter [or certificate of incor- poration] of said incorporation is hereunto annexed. In Wirness Wuereor, 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 [insert corporate name] COMPANY, (sear) By [signature] President [or vice- president, or title of other acting head of corporation). STaTE OF 5 S8ut County of On the day of in the year , before me personally came , to me known, who, being duly sworn, did depose and say that he resided in ; that he * If it is within the clty, 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 such corporation is to have its principal place of business within the State, StaTEMENT, ETC., By Forrren CoRPoraTIONs. 883 Forms — No. 10. is the [president or other officer] of the [name of corporation], the corporation described in and which executed the above instru- ment; that he knew the seal of said corporation ; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. [Signature and office of officer taking acknowledgment. | oe 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 Wirnzss Wuerzor, I have hereunto set my hand this day of , 189 [Stgnature.] Starz or New York, Ss. 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, N. Y. 884 STaTEMENT, ETo., BY Fornien Corporations. Forms— No. 11. 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, Srare oF ‘i } ee 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 vertificate 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, Erc., BY ForeiGN CoRPoRATIONs. 885 Forms — No. 12. tions under the provisions of the General Corporation Law of the State of New York, to attach the seal uf the corporation thereto, and in said statement to designate [insert 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 482 of the Code of Civil Procedure of said State, the [¢nsert 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 corporation 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. 886 StaTEMENT, ETC., BY Foretgn Corporations. Forms — No. 13. In Witness WueErEor, 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 here. unto affixed this day of , 189 THE [insert corporate name] COMPANY, [ Cegporas By [stgnature] 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. 18, Certificate of Removal of Office of Designee. See the General Corporation Law, § 16. Tuis Is 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 Wirness Wuenrror, I have hereto set my hand at ’ this day of , 18 [Signature] Proxy From 4 STOCKHOLDER. 887 Forms— No. 14. Gratz or New York, Bed 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, ; 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 stock held by me in [insert name of corporation] at the annual meeting of stockholders of such corporation [or at @ special mecting 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 Wuereor, I have hereunto set my hand and seal this day of ,189 . [Segnature.] [1 8.] In presence of All proxies must be filed in the office of the corporation, 888 Proxies; OaTH OF CHALLENGED VOTER, Forms — Nos. 15, 16, 17. No. 15. Form of Proxy from a Bondholder. See the General Corporation Law, § 21. Kwow 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 [insert name of company], at a meeting of the bondholders of such corporation, to be held on [proceed as in form No. 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. Kwow 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 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 [pro- ceed as in form No. 14]. See note to form No. 14. No, 17. Oath of Challenged Voter. See the General Corporation Law, § 22. State or New Yorx, County of I do solemnly swear that in voting at this election I have not, either directly, indirectly or impliedly, received any promise or Proxies; Oat or CHALLENGED VOTER. 889 Forms — No. 18. 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. [Signature of Voter.] Subscribed and sworn to before me, this day of , 19 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.' State or New Yor, 8s (County of Ido 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 con- sideration therefor. [Signature of Proxy.] Subscribed and sworn to before me, this day of ca0 Inspector of Election. The oath taken as above must be filed in the office of the corporation, 890 Spectra, Exxction 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 [insert 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 »190 Ax Bi, Secretary. No. 20. Notice of Special Election by a Stockholder. See the General Corporation Law, § 24 To the stockholders * of the [insert 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 3190 fn Bay Stockholder * of said Corporation. *Use the word ‘member "if a non-stock corporation. Petition to Ser Asipr E ection. 891 Forms — Nos. 21, 22. No. 21. Sworn Statement of Voter. See the General Corporation Law, § 26 Srars or New York, oe County of A. B., being duly sworn, deposes and says, that he is a member of the [insert 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 nwmber], and that the whole number of shares of stock of such corporation outstanding is [or 2s unknown to deponent). A. B. Sworn to before me this day | of , 190 [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? Corporsticn Law, § 27. In THz Marrer or THE ELECTION oF DrrEcTors OF THE [Insert corporate name] CoMPANY. To the Supreme Court of the State of New York: The petition of [insert name], a stockholder in the [énsert name of corporation], respectfully shows to this court: That the [insert corporate name| was on the day of , 189 , and atill 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. 892 Petition to Ser AsipE ELection. ee 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 [¢nsert 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: [Znsert 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 Existence. 893' 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, Be Attorney for Petitioner, Office and post-office address : Stare or New York, t ss 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 t of , 18 [Signature of Notary.] No. 23. wertificate of Extension of Corporate Existence. See the General Corporation Law, § 32, We, the undersigned [insert name], President [or a vice-presi- dent] and [insert name] Secretary [or an assistant secretary] of the [name of corporation], a domestic stock corporation, do hereby certify, under the seal of said corporation, as follows, to-wit: That the consent of the stockholders of said corporation owning at least two-thirds in amount of its capital stock has been given in writing [or by vote at a special meeting of the stockholders called for that purpose, upon the same notice as that required for the annual meetings of the corporation] to extend the existence of 894 Extension oF EXISTENCE. Forms — No. 23. said corporation for a term of years beyond the time specified in its original certificate of incorporation [or fora further term of years beyond the time specified in a certificate of extension of corporate existence heretofore filed]. That such written consent [or that a copy of such written con- sent, if desired] of said stockholders is hereto annexed. [Or, in case of a vote, that a copy of the resolution adopted at said meeting of stockholders is hereto annexed. | In Witness Wuereor, This certificate under the seal of said corporation has been subscribed by us, this day of ‘ 190. Corporate) ....... President [or a vice-president]. seal eae. Secretary [or an assistant secretary]. State or New Yorks, es County of On this day of , 190 , before me person- ally came and , to me known and known to me to be the individuals described in and who executed the fore going certificate, and they severally acknowledged to me that they executed the same. Notary Public, County, N.Y. The fee at the office of the Secretary of State upon above certificate is fif- teen 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. Form or Consent iv WritTIne. We, the undersigned, being stockholders of the [insert corporate name], a domestic 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 Consent To Mortaace. 895 Forms — No. 24. of such corporation be extended for the term of years be- yond the time specified in its original certificate of incorporation [or for a further term of years beyond the tume speci- fied in a certificate of extension of corporate existence heretofore led]. e o Witness WHEreor, 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 190. [Signatures of Stockholders. ] Resotvution For Extension or ExisTENCE. Resotvep, That we do hereby consent that the corporate exist- ence of the Company be extended for the term of years beyond the time specified in its original certificate of incorporation [or for a further term of years beyond the time specified in a certificate of extension of corporate existence here- tofore filed]. No. 24. Consent to Mortgage. See the Stock Corporation Law, § 2. We, the undersigned stockholders of [insert 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 number] shares of the par value of [insert amount] dollars each, and’ being stock- holders owning at least two-thirds of the stock of said corporation, Do Heresy 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 [insert name], as trustee, said mortgage or deed of trust to be dated on the "day of , 190 , 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: [Insert number] bonds of dollars each, 896 Consent To MortTGaGe. Forms — No. 24. numbered from to , inclusive, and bonds of dollars each, numbered from to : inclusive. Said bonds to be dated the day of ; 190 , and to become due and payable in years from said date, and to bear interest from the day of ; 190 , until the maturity thereof, at the rate of per cent per annum, payable semi-annually on the first day of and in each year. / In Witness WuHEREOF, we have hereunto set our hands and the number of shares of stock owned by us, respectively, in said cor- poration. Dated this day of , 190. [Signatures of Stockholders. ] State or New Yorg, {ss County of On this day of , 190 , before me person- ally 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. Ce Notary Public, County, N.Y. State or New Yorx, bes County of A. B., being duly sworn, deposes and says that he is the treasurer of the [insert 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- Consent To Morteace; Suort Form. 897 Forms — Nos. 25, 26. going consent, being at least two-thirds in amount of the capital stock of such corporation. A. B. Sworn to before me, this day of 190 . [Signature of Notary. ] ? The foregoing affidavit of the custodian of the stock book is not a statutory requirement. It was prepared by the author and first appeared in his “ Man- ual of Corporation Laws” (1890), and has since been quite generally adopted. No. 25. Short Form of Consent to mortgage. We, the undersigned, stockholders, owning at least two-thirds of the stock of the [insert corporate name] do hereby consent to the execution and delivery by said corporation of a mortgage upon all its property and franchises to [insert name], as trustee, to secure the payment of the bonds of said corporation to the amount of dollars. In Witness WHEREOF, etc., as in form No. 24. [Add acknowledgment and affidavit as above stated. ] No. 26. Certificate of Consent to Mortgage. Tuts is To Certiry that the holders of not less than two-thirds of the capital stock of the [insert corporate name] Company, a corporation organized and existing under the laws of the State of New York, having its principal place of business in the city of , county of , and State of New York, have given their consent to the mortgage or deed of trust made and executed by the [insert corporate name] Company to the : as trustee, bearing date the day of , 190 , and that such consent was given by such stockholders in writing [or by a vote at a special meeting of the stockholders called for that purpose, upon the same notice as that required for the annual meetings of the corporation], in pursuance of the provisions of sec- 57 398 Corporation MortcacGe. Forms — No. 26. tion 2, chapter 36 of the General Laws of the State of New York, known as the Stock Corporation Law. In Witness WueEreEor, the Company has caused this certificate to be subscribed and acknowledged by its president [or vice-president] and by its secretary [or assistant secretary], and its corporate seal to be hereunto affixed, attested by its secre- tary, the day of , 190. [Insert corporate name] Company, By [Signature], President [or vice-president]. [Seal.] [Signature], Attest: Secretary [or assistant secretary]. [Signature. ] Secretary. State or New York, bs County of On this day of , in the year one thousand nine hundred and , before me personally came , and , to me known, who being by me duly severally sworn, did depose and say, each for himself, that the said resided in the city of , and State of , and the said resided in , State of ; that the said is the president of the ‘Company, and the said is the secretary of Company, the corporation described in and which executed the -above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal, and was so affixed by order of the board of directors of said corpora- tion, and that he signed his name thereto by like order. ee Notary Public. State or New York, County of On this day of , 190 , before me person- ally came [insert names of subscribers to certificate], to me per- Corporation Morteace. 899 Forms — No. 27. sonally 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. ] No. 27. Corporation Mortgage. This Indenture, made this day of , 190 , by and between the [insert 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, and for other lawful purposes of its incorporation, has, by a reso- lution of its board of directors [or trustees], authorized the mak- ing and issuing of its negotiable coupon bonds, each of the denomi- nation 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 ; 190 , payable years from their date in gold coin of the ? 900 Corporation Morta@ace. Forms — No. 27. 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 oa the first days of and » respectively ; And, Whereas, All of said bonds are to be sealed with the cor- porate 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 cer- tificates 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, and a certificate under the seal of said Company that such consent was so given, subscribed and acknowledged by the president and secretary of said ‘Company 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 the same no- tice as that required for the annual meeting of the corpora- tion, and a certificate under the seal of said Company that such consent was so given, subscribed and ac- knowledged by the president and secretary of said Company has been filed and recorded in the office of the Corporation Morta@ace. 901 Forms — No, 27. clerk of the county of ,m 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 suc- 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. 902 Corporation Morteace. Forms — No. 27. To have and to hold the said above-described premises, property, ‘rights, 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 principel and interest Corporation MorteaGe. 903°. 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 issued 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 Com- 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 904 Corporation Mortaace. 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. Sixth. 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 sutfer any matter or thing whereby the lien of thesc 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, or to the erection of other permanent improvements upon such Corporation Morteaae. 905 Forms — No. 277. 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 80 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 so 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 906 Corporation Morteace. 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 thereof, 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 due 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 inake 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 euch trustee, his agents, attorneys and counsel, and all expenses, liabilities and advances made and incurred by such trustee in managing and Corporation Morra@aGe. 907 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 accrued and unpaid interest. 8. 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 “N 903 Corporation Morteace. 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. Sixteenth. 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 shall 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 Corporation MortcGacr. 909 re 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 Company covenants and agrees that it will pay to the trusteé 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. Ix Witness WuHEREOF, 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. eee | TLE, ac eeew ane as COMPANY. BY? ps.c-srvctrasicdmnnys , President. [Signature of Trustee. ] [u. 8.] Attest : isles teres mptecuare sus , Secretary. Strate or New York, | County of ma a On the day of in the year , before me personally came , to me known, who, being by me duly sworn, did depose and say that he resided in ; that he is the (president or other officer) of the (name of corporation), the corporation described in and which executed the above instrument; that he knew the seal of said cor- poration; that the seal affixed to said instrument was such corporate 910 Morteacss, Bonps, Etc. Forms — No. 28. seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. ee eceseeeerecesevecy Notary Public, ..e... County, N. Y. If such corporation have no seal, that fact must be stated in place of the statements required respecting the seal. [Add acknowledgment of Trustee.] No. 28. Form of Coupon Bond. Unirep Srates or AMERICA, State of New York. The [¢nsert corporate name| Company. First Mortgage Gold Coupon Bond. ~ No.... Boers Know ALL MEN BY THESE PRESENTS, that the Company is indebted, 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. Morteace Bonps, Ere. 911 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 $ . All of 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. Iy Wityess 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 . (ear THE..............COMPANY. By ....+eseee+e++, President, Attest : oocecesecccccey HECTEtATY. 912 Morreace Bonns, Ete. Forms— Nos. 29, 30, 31. No. 29. Form of Interest Coupons, of Which the First is to be Payable .......... ia da Geeta 1, 18..... On the first day of , 189 , the Company will pay the bearer, at its office in the city of a) 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. No. 31. Form of Registered Bond. Unitep Stares or AMERIOA, State of New York. The [insert corporate name] Company. First Mortgage Gold Registered Bond. No........ Soccees Kwow 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 Morreacr Bonps, Eve. 913 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 Wirvess 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 ("ear THE..... eee eaicte COMPANY, DY wasangeereoase , President. Attest : steeavev dames DOCKEETY. No. 32. 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. Seine Axsany, 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 : [Signature], Secretary. 58 "914 CERTIFICATE OF INDEBTEDNESS. Forms — No. 33a. No. 33a. Certificate of Indebtedness. See Stock Corporation Law, § 40. The Company, a stock corporation duly organized and existing under and by virtue of the laws of the State of New York, having its office and place of business at the city of in the county of , and State of New York, hereby certifies that it is indebted unto in the sum of dollars, for moneys loaned and advanced unto it, which amount it hereby promises, covenants and agrees to pay at its office, in the said city of , five years from date hereof, on presentation and surrender of this certificate, with the right, privilege and option, however, on the part of said company to pay the whole or any part of the sum hereby agreed to be paid, at any time prior to the expiration of said term of five years, with- out notice, and upon such payment in full to demand delivery “and cancellation hereof. Tuis CERTIFICATE is transferable only on the books of the company by the holder thereof, in person or by attorney, on the surrender of this certificate. In Witness Wuereor, the Company has caused these presents to be executed for it and in its name, by its presi- dent and treasurer, pursuant to a resolution of the board of direet- ors of said company, duly adopted. Liaw dors eee eas Company, BY oscar san iuiaseheles , President. And by j.daweoyawwewees , Lreasurer. Strate or New York, County of iS On the day of in the year , be fore me personally came , to me known, who, being »luly sworn, did depose and say that he resided in ; ‘that he is the [president or other officer] of the [name of corpora- tion], the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. [Signature and office of officer taking acknowledgment. | If such corporation have no seal, that fact must be stated in place of the statements required respecting the seal. (IL. 1896, ch. 547, § 258.) CERTIFICATE OF REORGANIZATION. 915 Forms — No. 34. No. 34. Certificate of Incorporation by Purchasers of the Property and Franchisea of a Stock Corporation. See Stock Corporation Law, § 3. We, the undersigned, two-thirds of whom are citizens of the “United States and at least one of us being a resident 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 [insert corporate name], a domestic stock corporation, organized under chapter _ of the laws of 19 , of the State of New York, entitled “ An act, ete. [statong 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 , 190. 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., be- came the purchasers of and acquired the property and franchises sold, and have associated with themselves the following persons: [Insert names of associates, if 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 place where its principal office is to be located is {insert name of village, town or city]. That the maximum amount of its capital stock shall be [isert 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 com- mon stock, and [insert amount] dollars or [insert number] shares shall be preferred stock. That the rights pertaining to each class shall be as herein specified, to-wit: [Hxample given. ] The preferred stock herein provided for shall be entitled to non-cumulative annual dividends, at the rate of five per cent per * 916 CERTIFICATE OF REORGANIZATION. Forms— No. 34, annum, ont of the net earnings of all 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 [ensert 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. PMc aoe sies aieid a SE Gute aeieeS CRON Gee ahem aneelsoes ODS ian oma ae ee ai bla evs aia is oa 'ak eels ope ele's Win alviv ete I paeneicns ovals Sis eaue Simian as WR deat ateave sei saa cies a aee GC es seceed aumeuneenceens siete: leiheenaeies besten wecue Lilian caterer cars bukarmaewuebers ‘ es sina Siw a jaldic ptacchare Mi pace iNeutan irda sanaeeeeee wks . cue teas digeaisle eid eae Mi Ne dees i wiso'sa Be wieeaae.a'ce a Rig ee ce Sag alee wales oaeioie IN, Os ceien exe wuciesceawe hase dan eaules seig paKiouowt islets PE Piariak bisa eee aaa ovules eee canoe nreee 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 Witness WueEreor, we, the undersigned, the said purchasers and their said associates [if any] have made this certificate in dupli- cate and have hereunto subscribed our names this day of 189 ’ é [Signatures of purchasers and associates.] *If the corporation is to have only one class of stock, omit the matter betweenthe * * , and state that all the stock is to be common stock. CERTIFICATE OF REORGANIZATION. 917 Forms— No. 35. Srate or New York, Sag 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 certificate. 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- twentieth 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 vp. u.] for the purpose of electing [znsert number] directors for the ensuing year, and [esert 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 . Arszany, N. Y., ; 188 Secretary. 918 CLASSIFICATION OF DiREcToRS. Forms — Nos. 35a, 35b, 35c. No. 35a. Form of Classification of Directors. See Stock Corporation Law, § 20. As soon as practicable the directors shall divide themselves into three classes, of which the first class shall consist of four directors, each of whom shall hold his office for one year, or until the next annual election; the second class shall consist of four other di- rectors, each of whom shall hold his office for two years, or until the second annual election; and the third class shall consist of five other directors, each of whom shall hold his office for three years, or until the third annual election; and thereafter each and every director chosen at any annual meeting shall hold his office for the term of three years, and until another director is chosen and qualified in his stead. No. 35b. Form of Classification of Directors. See Stock Corporation Law, § 20. The directors shall be classified with respect to the time for which they shall severally hold office by dividing them into three classes, each consisting of one-third of the whole number of the board of directors. The directors of the first class shall be elected for a term of one year; the directors of the second class for a term of two years; and the directors of the third class for a term of three years; and at each annual election the successors to the class of directors whose term shall expire in that year shall be elected to hold office for the term of three years, so that the term of office of one class of directors shall expire in each year. No. 35c. Form of Classification of Directors. See Stock Corporation Law, § 20. The board of directors of said corporation shall be classified, relative to the period of time for which the directors shall sever- ally serve, into four classes, as follows, to-wit: The first class shall be elected for a term of four years; the second class shall be elected for a term of three years; the third class shall be clected CERTIFICATE TO Cuance NumBer oF Directors 919 Forms,— No, 36, for a term of two years; the fourth class shall be elected for a term of one year; and at each annual election after the first, the successors to the class of directors whose term expires in that year shall be elected to hold office for the term of four years, so that. the term of office of at least one class shall expire in each year. No. 36. Certificate to Increase (or Reduce) Number of Directors. See the Stock Corporation Law, § 21. Certificate To INcrEASE (or Repucr) tas Numer or Directors: or [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 [insert name of corporation), held pursuant to. “the Stock Corporation Law,” article 2, section 21, to wit: 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 [or reduced}. Such meeting was held at the office of the company, the usual place of meeting of its directors, on two weeks’ notice in writing te 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 hy choosing C. D. as president. and A. B. as secretary thereof. The notice of the meeting and proof of the due service thereof were read and filed in the office of the corporation at the time of such meeting. 920 CERTIFICATE TO Coance Numser or Directors. Forms — No. 36. On motion of E. F., duly seconded, the following resolution wag cffered for adoption : “Resolved, That the number of directors of [nsert name of company] be increased [or reduced] from ........ , the present number, to ......... Upon a canvass of the votes cast upon said resolution, it was found that stockholders owning shares of the stock of the corpora- 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. Strate or New York, } Mae 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 } day of ,» 189 . G. H., Notary Public, County, N. Y. The fees upon filing and recording the above certificate are as follows: Office of Secretary of State— recording, fifteen cents per folio; county clerk —filing, six cents; recording, ten cents per folio. CERTIFICATE TO CoancE Noumper or Drrecrors. 921 Forms — Nos. 37, 38. No. 387. Notice to Stockholders of Meeting to Change Number of Directors. Bee the Stock Corporation Law, § 21. To the stockholders of the [insert corporate name]: Notice is hereby given that a special meeting of the stockholders of [ensert 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. Srars or New York, es County of j 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 [¢nsert cor- porate name), namely : [ Vame 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: [ame 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 [Signature of notary. | 922 CertivicatE oF LysPectours, Etc. Forms— No. 39. No. 39. Certificate of Inspectors of Election. See the Stock Corporation Law, § 28, We, the undersigned, inspectors of election of [¢nsert 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: Ao RB reiGwieewa eee: Wadeweesetes Votes CiDistiisavek keene. cadeaiguerodrea ie Votes WP eed asagiedeehietsak ‘kaciwaveediede 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 resnlt of the vote taken at such meeting for the election of inspectors of election of said corporation was as follows: WM tater. “aauceetenieaihe Votes Ns Osteantissceeaceewe aacweiechos’ Votes RUS ta okeeeeiteaae. ieee 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. In Witness WueEreor, we have made and signed this certificate this day of , 189 [Signatures of inspectors.) CERTIFICATE. or INsPECTORS ETO. 99 a 4 3 ' Forms — No. 40. Srats or New Yors, say 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 certificate 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 Lav, § 28. Stare or New York, es County of We, the undersigned inspectors of election, duly appointed to act at the meeting of the stockholders of the [insert 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 . 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. o 924 Stock Book; AnnuAL Report. Forms — Nos. 41, 42. No. 41. Stock-Book of Stock Corporation. See the Stock Corporation Law, § 29, Stoox-Boox or THE [énsert corporate name], Pursuant To THE Stock Corporation Law or THE Strate or New York. Number of Time each shares of stock became owner held. of shares. Amount paid thereon. Names of Places stockholders, of residence. 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. AwnnvaL Report OF Tux [insert corporate name] Company. Pursuant to the provisions of section 30 of the Stock Corpora- tion Law of the State of New York, I, the undersigned, ' president [or a vice-president, or the treasurer, or a secretary | of the [¢sert name of corporation], a domestic [or a foreign] stock corporation, do hereby make a report as of the first day of January, 190 , as follows, to-wit: 1. The amount of its capital stock is [insert amount] dollars, and the proportion actually issued is [insert amount] dollars. ‘AnnuaL Report. 925 Forms — No. 42. 9, The amount of its debts does not exceed the sum of [insert amount] dollars. 3. The amount of its assets is at least the sum of [insert amount] dollars. 4, The amount of its stock issued for property purchased is [insert amount] dollars. In Witness WuEreor, I have signed this report this day of , 180 President. [or a vice-president, or the treasurer, or a secretary, as the case may be.] Under the practice prevailing prior to the amendment of 1901, it was neces- sary to file the report during the month of January each year. It was also necessary to make such report in duplicate, one of which was to 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 business office of the corporation was located. It was also required to be signed by a majority of the directors of the cor- poration and to be verified by the oath of the president or vice-president and treasurer or secretary. Under the law as now modified the execution and filing of one report is' sufficient, duplicate reports being unnecessary because the report is required, pursuant to the amended law, to be filed only in the office of the Secretary of State. It is to be signed by only one of the executive officers, either the president or a vice-president or the treasurer or a secretary. The report is not required to be sworn to, and need not be made or filed until an officer of the corporation has been requested in writing so to do by a creditor or by a stockholder of the corporation. No fee is payable at the office of the Secretary of State for filing the report. In 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 liable to direct State taxation, see Taxation. 926 Extension oF Business. Forms —WNo. 44. No. 44. Certificate of Extension of Purposes, etc. 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 alter its certifi- cate of incorporation so as to include therein other purposes [powers or provisions], 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 certificate of incorpora- tion is hereby altered, is [insert corporate name]. That the alteration proposed and intended to be effected by the execution and filing of this amended certificate, consists of an extension of purposes [powers or provisions] so as to include the following, to-wit: [State same.] That the aforesaid alteration 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 Cor- poration 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 cer- tificate. In Witness WuHEREOF, we have made and executed this cer- tificate in duplicate, and have hereunto set our hands this day of , 189 . [Signatures of majority of directors.] Extension oF Businzss. 927 ‘Forms --- No. 44. Srare or New YORK, — County of On this day of , 189 , before me per- sonally came [¢nsert 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 Procerpines or Meeting, To pz ATTacHED To THE Fors- GOING CERTIFCATE. Minutes of a special meeting of the stockholders of the [insert 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 alter its certificate of incorporation so as to include therein other pur- poses [powers or provisions |. The meeting having been called to order, stockholders appeared in person or by proxy, representing [insert 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, respect- ively, 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 of purposes, powers and provisions of the corpora- tion, and also read the proof that such notice was published once a week, for at least two successive weeks, in [insert name of paper], a 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 stock- holder 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 purposes, powers and provisions of the [in- sert corporate name] Company be extended as follows: [State same] and that the board of directors of this corporation be author- 928 Extension oF Bustnxss. 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 [¢nsert 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. Strate or New York, } oe County of C. D., being duly sworn, says that he is one of the directors of the [insert 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. C. D. Sworn to before me this | day of ,18 . [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. Noticr oF MEsrtina. 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 , 1902, at o’clock, M., to act upon a proposition to alter its certificate of incorporation so as to include other purposes, powers or provisions, to-wit: [insert same], in addition to those now set forth in the certificate of incorporation of said corporation. Dated, x NYS, , 19 Secretary. CERTIFICATE oF Stock. 929 Forms — No. 45. Sratz or New York, ois County of é , 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 [insert corporate name], contained in a duly post-paid wrapper directed to each stockholder of said company at his last-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. Nove cee No. of shares...... ..06 Par value of each $..... EGP ag Sst a al sata severest 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 Witness Wuerreor, the said company has caused its cor- porate seal to be affixed hereto and this certificate to be signed by its president or vice-president and secretary or treasurer. Albany, N. Y., , 189 [ Corpora te] eu DnNCa Re mae , President [or Vice-President]. seeeudunw Same , Secretary [or Treasurer]. 930 CERTIFICATE OF STocK. Forms — No. 45a. 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 Sevens oaeeeMaY shares of the within mentioned stock, and do hereby irrevocably constitute and appoint my true and lawful attorney to transfer the same on the books of the com- pany. Witness my hand and seal, this day of 184 j Meisaws were veew [Cat] ‘Witness: The provisions of section 26 of the Stock Corporation Law may also be printed on the back of each certificate of stock, if desired. For form of certificate of preferred stock, see page 944. No. 46a. Certificate of Common Stock. No. ...« No. Shares .... (Par Value One Hundred Dollars each.) Thetis sesens sees Company. (Incorporated under the Laws of the State of New York.) Tus 1s TO Certiry that is entitled to fully paid, non-assessable shares of one hundred dollars each in the common capital stock of The Company, trans- ferable only on the books of the corporation, in person or by at- torney, on the surrender of this certificate. The common stock of the corporation is subject in all respects to the prior rights of the holders of preferred stock as provided in the certificate of in- corporation. * This certificate is not valid, nor is its issue complete until after registration thereof by the registrar of the corporation and notation thereof hereon. * Omit this in case stock is not to be registered. CERTIFICATE OF STOCK, 931 Forms — No. 45b. In Witness WueRxEor, the corporation has caused this certifi- cate to be signed by its president [or vice-president] and its sec- retary [or assistant secretary], at , this day of , 19 ie men wR pee matt ; President. Mace eameEcE ; Secretary. [Across left-hand end:] * Registered this day of ,19 . Show OO ee oO me eee ee , Registrar. (Form of Indorsement.) For value received, hereby sell, assign and trans- fer unto j shares of the capital stock repre- sented by the within certificate, and do hereby irrevocably con- stitute and appoint attorney, to transfer the said stock on the books of the within-named: corporation, with full power of substitution in the premises. Dated, , 19 In presence of [Across right-hand end. | Notice— The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without altera- tion or enlargement, or any change whatever. No. 45b. Certificate of Common Stock. Tneorporated under the Laws of the State of .....seeecee CPR a idremcsiace ea Company. Authorized capital stock, $20,000,000. Preferred stock, $9,000,000. Common stock, $11,000,000. No. cpa. Par value, $100 each. No. shares, . * Omit this in case stock is not to be registered. 932 CERTIFICATE OF STOCK. Forms — No. 45. Turis CERTIFIES to be entitled to full- paid shares of the common stock of The Company, transferable only on the books of the company by the holder, in person or by attorney, on surrender of this certificate. The preferred stock, as more fully provided in the certificate of incor- poration, is entitled, in preference to the common stock, to cumu- lative dividends at the rate of per centum yearly, and to payment of its par value and the amount of such cumulative dividends then unpaid in any distribution of assets, but to no other dividend or payment. * This certificate will not be valid unless countersigned by the transfer agent and registered. Wirtwess the signatures of the president and treasurer of said company, this day of , 19 Cade lee atacex iw is President. Treasurer. [Across left hand end:] [Across right hand end:] * Registered this day * Countersigned this of ,19 «. day of LD: 4, Trust Company, =. ss eee ee ee eee ee ; Registrar. Transfer Agents. Secretary. (Form of Indorsement.) For value received, hereby sell, assign and trans- fer unto shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint attorney to transfer the said stock on the * Omit this in case there is to be no Registrar or Transfer Agent. Demand FoR TRANSFER OF STOCK. 933 Forms — No. 46. books of the within named company, with full power of substitu- tion in the premises. Dated, ele In presence of [Following or at right of indorsement:] Notice — The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without altera- tion or enlargement, or any change whatever. For form of certificate of preferred stock, see page 944. 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 5 and has been duly transferred by him to me, said original certifi- eate and transfer being herewith exhibited to you. I hereby offer to surrender to you said certificate on receiving a new certificate for said shares of stock, and do demand that you forth- with transfer said shares to me on the books of said Company, and issue to me a new certificate there- for in my name. Dated, Albany, N. Y., g 18 [ Signature. ] 934 IncreasE on Repuction or CApitat Srocx. Forms — Nos. 47, 48. No. 47. Form of Subscription to Stock. See the Stock Corporation Law, § 41. * We, the undersigned, hereby subscribe hereto our respective names, post-office addresses and the number of shares of, stock, at the par value of dollars ($ ) each, which we respectively agree to take in [insert corporate name], a pro- posed corporation to be organized under the laws of the State of New York, 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 direct- ors of such company may by resolution require. No. of shares Name of subscriber. Post-office address. subscribed. Cr 2 cr Ce ey eeoerreorevrerevre rere ere eee eee CECE PR ER HTE CSE orererre 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 [insert 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 the president [or a vice-president] and the sec- retary, 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 notice as given in Form No. 49.] Increase of Repuction oF Capitat Stock. 935 Forms — No. 48. That a copy of sueh notice was also duly mailed, postage pre- paid, to each stockholder of such corporation, at his last known post-office address, at least two weeks before the meeting. (Or, That a copy of such notice was personally served at least fie days before said meeting upon the following named stock- holders: ; 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 [or service] 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 capital stock of [insert name of company], be increased [or reduced] from the present amount thereof, to-wit: [insert amount] dollars, consisting of [insert number] shares of the par value of [insert par value] dollars each, to [insert amount to which stock is increased or reduced] dollars, to consist of [in- sert number] shares of the par value of [insert par value] dollars. each. Resolved, further, That the chairman and secretary of this meeting be, and they are hereby authorized and directed to make, sign, verify and acknowledge the certificates of proceedings re- quired by statute and cause one of such certificates to be filed and recorded in the office of the clerk of .......... county, and a duplicate thereof in the office of the secretary of state, and to do all acts and things that may be necessary to comply with the pro- visions of law applicable to and regulating such increase [or reduction] of capital stock. That stockholders owning [insert number] shares of stock, being, at least a majority of all the stock of the corporation, voted im favor of such resolution; and stockholders owning [insert num- 936 Increase or Repuction or Carirat Stocr, ——_.. Forms — No. 48. ber] shares of stock voted against its adoption. [Or, “and no af such be the case.] a”? stockholder voted against its adoption, 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 heretofore author- ized is [insert amount] dollars and the proportion thereof actu- ally issued is [insert amount] dollars; and that the amount of the increased [or reduced] capital stock is [insert amount] dollars. * [That the whole amount of the ascertained debts and liabili- ties of the corporation is $ «| In Wrirness Wuerzor, We have made, signed, verified and acknowledged this certificate in duplicate. Dated this day of , 190. A. B., Chairman. C. D., Secretary. State or New York, Ls County of 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. day of , 190. E. F., Notary Public, anneuetaiess Sees County, N. Y. Sworn to before me, e Attach acknowledgment. See next page. * This paragraph is to be inserted only in cases of reduction of capital stock. InorEASE oR Repuction or Oaprrau Sroox. 937 Forms — No. 49. Starz or New Yor«, { oe County of On this day of 189 , before me personally came A. B. and C. 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, seeeceee 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-twentieth of one per cent upon the amount of such increase, simultaneously with the transmission of the certificate 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. Norice to STocKHOLDERS. pdbadedemeins IN Ty ait en es A special meeting of the stockholders of [insert name of ¢om pany] will be held on the day of , 189 988 IxcrEAsE oR REDUCTION oF Caprrat Stock. Forms— No. 50. at o’ciock p.m. [o7 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 [insert number of shares] shares of the par value of [insert par value] dollars each, to [¢nsert 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. Secretary. 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. Sratse or New York, t aes 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 [insert 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 is reduced] dollars is sufficient 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, Saeeenwes County, WV. ¥. Repvuction or Caprrat Sroocx. 939 Forms — No. 50a. 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 pre- pared by the comptroller is used by that official. No. 50a. Certificate of Reduction of Capitat Stock, Authorized at a Meeting Held Pursuant to a Waiver of the Stockholders of a Corporation having both Preferred and Common Stock. (This form may readily be adapted for an increase of capital stock.) We, the undersigned, [insert name] chairman, and [insert name] secretary, respectively, of a special meeting of the stock- holders of the [insert corporate name] company, a domestic stock corporation, held for the purpose of reducing its capital stock, Do Heresy Crrtiry as Fottows: That prior to such meeting, all the stockholders of such com- pany waived notice thereof, and unanimously consented that such meeting be held at the time and place at which the same was held, by an instrument in writing duly signed by all the stockholders of said company, and duly acknowledged by them, which instru- ment duly acknowledged and accompanied by an affidavit of the custodian of the stock book of the company, showing that the signers thereof are all the stockholders of the company and holders of the entire issued and outstanding capital stock thereof, is at- tached to this certificate and made part thereof. That on the day of , 1S: 4 at* o’clock in the noon, at , in the there appeared in person all the stockholders of said [insert cor. porate name] company, holding [insert number] shares of the capital stock of said company, the total number of shares issued and outstanding being [insert number]. That the meeting was organized by choosing the undersigned, [insert name], as chairman, and the undersigned, [insert name], as secretary thereof. 940 Repuction oF CapiTaL STOCK. Forms — No. 50a. That, upon motion, a vote was then taken, upon the following resolution : Resolved, That the capital stock of the [¢nsert corporate name] company, amounting to [insert amount], divided into [insert number] shares of the par value of [insert amount] each, [insert number] of such shares being preferred stock and [insert num- ber] of such shares being common stock, be reduced to [insert amount], to consist of [insert number] of the par value of [in- sert amount] each, of which reduced capital stock [insert amount] consisting of [insert number], is to be preferred stock and [insert amount] consisting of [insert number] shares, is to be common stock ; the rights attached to the two classes of stock to be as stated in the certificate of incorporation of said company. All the stockholders voted in favor of such resolution, and the same was declared duly adopted. That the amount of capital of said corporation heretofore au- thorized was [insert amount], and the proportion thereof actually issued was [insert amount], that the amount of the reduced capital stock is [insert amount], and that the whole amount of the ascer- tained debts and liabilities of the corporation is [insert amount]. In Witness WueErEor, we have made, signed, verified and ac- knowledged this certificate in duplicate. Dated this day of , 19 eeebR dn ee ey , Chairman. jaarcigisia, eolate% , Secretary. State oF New York, . County of New York. |" [Insert name], chairman, and [insert name], secretary, re- spectively, of the aforesaid meeting, being severally duly sworn, did 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. eae eeesentn ee ht Chairman. — Sworn to before me, this day of 5 20 Notary Public. Repuction or Capitan Stock. 941 Forms — No. 50a. Srate or New York, . County of New York.{""" On this day of , 19 , before me person- ally came [insert name] and [insert name], to me known and known to me to be the persons described in and who made, signed and verified the foregoing certificate and severally duly acknowl- edged to me that they made, signed and verified the same. Notary Public. Waiver oF Notice or Mrerine anp Unanimous CoNnsENT TO Repucre THE CapitaL Srocx oF [insert corporate name]. We, the undersigned, stockholders of the [insert -corporate name] company, hereby waive notice of a special meeting of the stockholders of said company to pass upon a proposition to re- duce the capital stock of said company from [insert amount] to [insert amount], to consist of [insert amount] in preferred stock, divided into [insert number] shares of the par value of [insert amount] each, and [insert amount] in common stock, divided into [wsert number] shares of the par value of [insert amount] each, and hereby consent that said meeting of stockholders for such pur- pose be held at the office of the company [insert address], in the city [insert place], on the day of jks at o’clock in the noon; and we also consent that the capital stock of said company be reduced, as aforesaid, to [insert amount] divided into [insert number] of the par value of [insert amount] each, of which [insert number] shall be preferred stock and [insert number] shall be common stock, the rights attached to the two classes of stock to be as stated in the certificate of incor- poration of said company. Dated, , 19 [ Signatures. | Starz or New York, : County of New York, bes. On this day of , 19 , before me person- ally appeared [insert names], to me known and known to me to he the persons described in and who executed the foregoing in- strument, and they severally acknowledged to me that they exe- cuted the same. ' [Stgnature.] ‘Notary Public. 942 Increase or Repuction oF CapitaL Srocx. Forms — No. 50b. County of New York. [Insert name], being duly sworn, says, that he is the treasurer of the [insert corporate name] Company, the corporation referred to in the foregoing instrument; that he is the custodian of the stock book of such corporation; that [insert names], the persons who have subscribed the foregoing consent, are all the stockholders of said company, and are the holders of the entire issued and out- standing capital stock thereof; that they are all persons known to me and that the signatures attached to the foregoing instrument are their genuine signatures. Strate or New au ; [ Signature. } Sworn to before me, this day of , 19 [ Signature. | Notary Public. No. 50b. Unanimous Consent of Stockholders to Increase or Reduce Capital Stock. We, the undersigned, being stockholders of the [insert corporate name | Company, a stock corporation organized and existing under the laws of the State of New York, do hereby consent that the present authorized capital stock of said corporation, to-wit: [In- sert amount] dollars, consisting of shares of the par value of one hundred dollars each, be increased [or reduced] to [insert amount] dollars, to consist of shares of the par value of dollars each, and we do hereby authorize such increase [or reduction] of capital stock; and empower the officers of the corporation to do all acts and things necessary to effectuate such increase [or reduction] of capital stock. And we do hereby certify as follows: That the amount of capital of said corporation heretofore au- thorized is [insert amount] dollars; That the proportion thereof actually issued is [insert amount] dollars ; That the amount of the increased [or reduced] capital stock is [insert amount] dollars; IncREASE o8 REepucTION oF CAPITAL Stock. 943 j Forms — No. 50b. *That the whole amount of the ascertained debts and liabilities of the corporation is $ Iw Witness WHEREOF, we have signed this instrument in dupli- cate. Dated, this day of ge: a [Signatures of ‘Stockholders. ] Gratz or New Yors, i County of On this day of ,19 , before me person- ally came , to me known, and known to me to be the individuals described in and who executed the foregoing instru- ment, and they severally acknowledged to me that they executed the same. ee N otary Public. Stats or New York, ae County of = [Insert name], being duly sworn, deposes and says: That he is the secretary [or treasurer] of the [insert corporate name] Company, the corporation mentioned in the foregoing instrument ; that he is the custodian of the stock book, containing the names of the stockholders of said corporation; that [insert names of stock- holders], the persons who have signed the foregoing instrument, are all the stockholders of said corporation, and that they are the holders of the entire capital stock of said corporation issued and outstanding. [Signature. | Sworn to before me, this day of , 19 Ce N bars Public. * This paragraph is to be inserted only in cases of reduction of capital stock. 944 CERTIFICATE OF PREFERRED STOCK. Forms — No. 51. No. 61. Certificate of Preferred Stock. See Stock Corporation Law, § 47. (Par Value, One Hundred Dollars each.) hes aes eae Company. (Incorporated under the Laws of the State of New York.) Nou sakes No. of shares ........ This is to certify that is entitled to fully paid, non-assessable shares of the par value of one hundred dollars each in the preferred capital stock of the Company, transferable only on the books of the corporation in person or by attorney, upon the surrender of this certificate. The holders of preferred stock are entitled out of any and all surplus net profits, whenever ascertained, to cumulative dividends at the rate of and not exceeding six per cent per annum, in the year beginning on the first day of , 1900, and in each and every year thereafter, payable in quarterly installments, in preference and priority to any payment of any dividend on the common stock for such quarter.* This certificate is not valid nor is its issue complete until after registration thereof by the registrar of the corporation and notation thereof hereon. In Witness WueEreor, the corporation has caused this certifi- cate to be signed by its president, or vice-president, and its secre- tary or assistant secretary, at +, New York, this day of , 190 , President. Secretary. [Across left-hand end :] *Registered this day of , 190 , Registrar. (Form of Indorsement.) For VaLve Recervep, hereby sell, assign and transfer unto ; shares of the capital stock rep- resented by the within certificate, and do hereby irrevocably con- * Omit this in case stock !s not to be registered. AuTHoRizine CuassiFicaTion or Srocx. 945 Forms — No. 52. stitute and appoint , attorney, to transfer the said stock on the books of the within-named corporation, with full power of substitution in the premises. Dated, , 190. In presence of : [Across right-hand end :] Notice. The signature of this assignment must correspond with the name as written upon the face of the certificate in every particular, without altera- tion or enlargement, or any change whatever. No. 52. Certificate Authorizing Classification of Stock. See Stock Corporation Law, § 47. We, the undersigned, , president, and ‘ secretary, respectively, of the [insert corporate name] Company, a domestic stock corporation, do hereby make the following certifi- cate of the proceedings of a meeting of the stockholders of said company, held pursuant to section 47 of the Stock Corporation Law of the State of New York, for the purpose of obtaining con- sent to classify the capital stock into preferred and common as follows, to-wit : "A special meeting of the stockholders of the [insert corporate name] Company was held at the office of the company [or as the case may be] in the city [village or town] of , county of , State of New York, on the day of , 19 , at o’clock in the noon of that day, for the purpose of voting on a proposition to classify into com- mon and preferred stock the authorized increase of capital stock of the company, amounting to $ The meeting was called for that purpose upon notice, such as is required for the annual meeting of the corporation, namely: [Jn- sert manner of calling meeting. | 60 946 AUTHORIZING CLASSIFICATION OF STOOK. Forms — No. 52. | The following is a true copy of said notice: Notice is hereby given that a special meeting of the stockholders of the [insert corporate name] Company will be held at : in the of , on the day of ‘ 19 , at — o’clock, M., to act upon a proposition to classify into common and preferred stock the authorized increase of capital stock of said company, amounting to $ , so that $ thereof shall be common stock, and $ thereof shall be preferred stock. Said preferred stock to be entitled to prefer- ence and priority over the common stock az follows: [State the same. ] At the time and place specified in such notice, stockholders of record appeared in person or by proxy owning at least two-thirds of the capital stock of the company and organized by electing from their number A. B., as chairman of the meeting, and C. D., as secretary thereof. Upon a call of the roll of stockholders of record, the follow- ing were found to be present, in person or by proxy, viz: [In- sert names. | Upon motion duly made and carried, the proxies presented were ordered to be placed on file. Proof that the meeting was called upon notice such as is re- quired for the annual meeting of the corporation was read and ordered placed on file. | Upon motion, a vote was then taken of those present, in person or by proxy, upon the following preamble and resolution, to-wit: Whereas, the stockholders of this corporation have duly au- thorized an increase of the capital stock from $ , the present amount, to the sum of $ ~ , to consist of shares of the par value of $ , each ; Awnp Wuereas, the present capital stock of the corporation con- sists wholly of one class of stock, and it has been found desirable to classify the new stock into common and preferred ; Now, Tuererorz, Resorven, that said authorized increase of capital stock, amounting to [insert amount] dollars, be classified AUTHORIZING OLASSIFICATION OF STOCK. 947 Forms — No. 52. so that [¢nsert amount] dollars thereof, consisting of [insert num- ber] shares of the par value of $ , each, shall be common stock, and so that [imsert amount] dollars thereof, consisting of [insert number] shares of the par value of $ , each, shall be preferred stock, and that said preferred stock shall be entitled to preference and priority over the common stock in manner fol- lowing: [State same. ] ResoLveD, Furruer, that the president or the vice-president, and the secretary or the assistant secretary of this corporation be, and they are hereby authorized and directed to execute and file proper certificates of the proceedings of this meeting in the of- fices, respectively, of the Secretary of State and the county clerk of the county of , and to take all proceedings and do all acts and things that may be necessary to comply with the provisions of section 47 of the Stock Corporation Law of the State of New York, as amended and applicable to and regulating the issuing of preferred and common stock. A sufficient number of votes, to-wit, the votes of stockholders owning shares of stock of the corporation out of a total of shares of stock issuing and outstanding, having been cast in favor of the foregoing resolutions, the same were declared duly adopted. On motion, duly made and carried, the meeting was then ad- journed. Iy Witness WHEREOF, we have made, signed and sworn to this certificate in duplicate. Dated, , 19 Secretary. 948 Increasine or Repucinc NUMBER OF SHareEs. Forms — No, 53. Strate or New York, : 8s.: County of [Insert name], and [insert name], being duly sworn, do de- pose and say, and each for himself deposes and says, that said [insert name] is the president of the Company, the corporation above mentioned, and said [insert name] is the secretary thereof, that he has read the foregoing certificate of the proceedings of the meeting of stockholders of said corporation, and that the same is true. Sworn to before me, this day of , 19 Notary Public, County, N.Y. No. 53. 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 Lor 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 stackholders: 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 InorEAsine on Repvoine Numeer or SHarus. 949 Forihs —No. 68. 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 Bis 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 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: Resolved, That the number of shares into which the capital stoc!: of the [insert 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 ‘Mars each, That stockholders owning [insert number] shares of stock, being at least two-thirds of all the stock of the ¢orporation, voted in favor of such resolution ; and stockholders owning [¢nsert nwmber] shares of stock voted against itsadoption. [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. 950 Bustness Corporations ; INcorPoRaTION oF. Forms— No. 54. Strate or New Yorks, i 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 +18 [Stgnature of Notary.) State or New York, \ ae 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, 82. 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 [insert corporate name. | Second. The purposes for which it is to be formed are [insert statement of objects; see specimens of object clauses, pages 952- 985.] Third. The amount of the capital stock is [insert the amount] dollars. [If any portion be preferred stock, state the preferences ; see examples of preference clauses, pages 1098-1105. ] Business Corporations; IncogroraTion oF. 951 Forms — 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 five dollars nor more than one hundred dollars each], of the par value of $ each, and the amount of capital with which said corporation will begin hustiness 4 is [state a definite amount, but not less than five hundred dollars. | ; Fifth. Its principal business office is to be located in the [gity,7 village or town] of , in the county of State of New York. Sixth. Its duration is to‘be [insert number of years, or say per- petual if desired. | Seventh. The number of its ee is to be: [insert a definite number, but not less than three. } ‘Eighth. The names and post-office addresses of the directors for the first year are as follows: Names. Post-office addresses. fae WasterjQcatlenmugeie io Wein Salis Ses NeS Oe ww RRM ME RHE ROMA KY CESS eer emer em wr et eee ee ee ee he ee eee dll he he ee we em ee ew Ninth. The names and post-office addresses of the subscribers of the certificate and a statement of the number, of shares of stock which each agrees to take in the corporation are as follows: Names Post-office addresses Number of shares. BREE SEE Caw ces Ree SRP RE EW He te ee ee ee ce rm i OS SR FS OE we SC Ha ew eo Sw SS SS Se ee ee eB ig eg et ee we cee LAE S A SSW Re | 8 Ee wee eS wee RR SE ew eh le eee Is Tenth. [If desired the certificate may contain any other pro- visions for the regulation of the business and the conduct of the affairs of the corporation and any limitation upon tts powers and upon the powers of its directors and stockholders which does not exempt them from any obligation or fromthe performance of any duty imposed by law. For some examples of such provisions, see pages 993, 994, 997. ] In Wrrness WueEREorF, we have made, signed, acknowledged and filed this certificate in duplicate.’ Dated, this day of , 190. [Signatures of: incorporators, not less than three in number. } 952 Business Corporations; Ossect CLavses. Forms — A. Strate oF New York, Zn County of On this day of , 189 , before me person- ally came [insert names of subscribers to certificate], to me per- sonally 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.] 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-twentieth 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. FORMS OF OBJECT CLAUSES UNDER THE BUSINESS CORPORATIONS LAW. Advertising. To conduct a general advertising business, both as principals and agents; including the preparation and arrangement of ad- vertisements and the manufacture and construction of advertis- ing devices and novelties; to erect, construct, purchase, lease or otherwise acquire fences, billboards, signboards, buildings and other structures suitable for advertising purposes; to carry on the businesses of printers, publishers, painters and decorators in con- nection with the advertising business, and to make and carry out contracts of every kind that may be necessary or conducive to the accomplishment of any of the purposes of the company. Agency Company. The objects for which it is to be formed are to act as agent or representative of corporations, firms and individuals, and as such to develop and extend the business interests of firms, corpora- tions and individuals. Air Power Motors. The manufacture, purchase, use, leasing and selling of self pro- pelling, or horseless vehicles, motors, engines, movable or station- ary, propelled, operated or actuated by compressed air and gas, Bustness Corporations; Ossect Causes. 953 Forms — A. either in combination or separately, or by any other suitable and uvailable power, and any and all other machines, devices, con- trivances and appliances, for the use and employment of air and gas, compressed or otherwise, either in combination or separately, for any uses and purposes to which the same can be applied; the acquiring, holding and owning of inventions and patent rights pertaining to or available for such vehicles, motors and engines, machines, devices, contrivances and appliances, or the manufacture and use of the same, as well as licenses under inventions and patents pertaining to or available for such vehicles, motors, and engines, to manufacture, use, lease and sell the same thereunder ; the selling of any and all such inventions and patent rights and the granting of any and all licenses thereunder; the manufacturing, purchasing, acquiring, using, leasing, selling or otherwise dispos- ing of all articles or materials necessary or useful in connection therewith; the manufacturing, selling or disposing of compressed air, gas or other means or medium of actuating engines or motors in connection therewith. Air Power Motors. The purposes for which such corporation is to be formed are the manufacture, purchase, use, leasing and selling self-propelling, or horseless vehicles, motors, engines, movable or stationary, pro- pelled, operated or actuated by compressed air and gas, either in combination or separately, or by any other suitable and available power, and any and all other machines, devices, contrivances and appliances, for the use and employment of air and gas, compressed or otherwise, either in combination or separately, for any uses and purposes to which the same can be applied; the acquiring, holding and owning of inventions and patent rights pertaining to or avail- able for such vehicles, motors and engines, machines, devices, con- trivances and appliances, or the manufacture and use of the same, as well as licenses under inventions and patents pertaining to or available for such vehicles, motors and engines, to manufacture, use, lease and sell the same thereunder; the selling of any and all such inventions and patent rights and the granting of any and all licenses thereunder; the manufacturing, purchasing, acquiring, using, leasing, selling or otherwise disposing of all articles or materials necessary or useful in connection therewith; the manu- facturing, selling or disposing of compressed air, gas or other means or medium of actuating engines or motore in eonnection therewith. 954 Business Corporations; Ossect CLavsEs. Forms — A. Ammonia. Buying, selling, dealing in and manufacturing anhydrous am- monia, aqua ammonia, other ammoniacal and kindred products, and all materials and appliances used in such business. Asphalt. To carry on the trade or business of mining, manufacturing, producing, adapting and preparing, and buying and selling and otherwise dealing in asphalt and cement; and any articles or prod- ucts in the manufacture or composition of which asphalt or ce- ment is used, including the acquisition by purchase, mining, manu- facturing or otherwise of all materials, supplies, and other articles necessary or convenient for use in mining, manufacturing, pro- ducing, adapting and preparing asphalt and cement and such other articles or products; also to quarry, dig, mine, deal in and sell any and all kinds of minerals, stone and other products of the earth; also to pave, construct, repair, improve and maintain streets, high- ways and roads and any and all public or private works, and gen- erally to carry on any other manufacturing, trading, or contract- ing business, exporting or importing, which can conveniently be carried on in connection with any of the matters aforesaid; also to purchase, acquire, hold, use and dispose of patent rights, let- ters-patent, processes, devices, inventions, brands, labels, trade- marks, and other rights, and also to do and transact all acts, busi- ness and things incidental to or relating to or convenient in carry- ing on its business as aforesaid. Audit Company. To examine, inspect and audit books of account, to report and certify the results of such examination, inspection and audit, to guarantee the correctness of such reports and certificates, and of any facts, particulars, knowledge, information and data, pub- lished, deposited, sold, exchanged, furnished or otherwise dis- posed of by it. Automobiles. The purposes for which, or either of which, said corporation is to be formed are the manufacture and sale of various kinds of motors, engines, machines, or other machinery or contrivances for the generation of steam, electricity, gasolene or other forms of power now known or which may hereafter be discovered ; the manu- Business Corporations; Ossect CLavses. 955 ; Forms — B. facture and sale of cars, carriages, wagons, boats, and vehicles of every kind and description, for the transportation of passengers or goods, whether the same shall be propelled by motors, engines, machines or other contrivances operated by means of steam, elec- tricity, gasolene or other forms of power; the manufacture and sale of machinery, machine supplies, and engineering appliances, whether incidental to the construction of motor vehicles or not; and the acquisition and sale of inventions, patent rights, letters- patent and trademarks covering any and all of the articles to be manufactured or dealt in by said corporation; the carrying on of any other lawful trade or business incident to the aforesaid pur- poses or either of them. The said corporation may also acquire, hold and dispose of stocks, bonds and other evidences of indebted- ness of any corporation, domestic or foreign, and issue in ex- change therefor its stock, bonds or other obligations. Bakery. The making and selling of bread, cake, pies, crackers, ice-cream and confectionery, and all other commodities usual in the baking business; and the purchasing, leasing, managing and operating of stores, bakeries, factories and baking plants and the selling thereof. Baking Powder. The objects for which the corporation is formed are manufactur- ing, buying, selling, importing, exporting, refining, and dealing in baking powders, argols, cream of tartar, tartaric acid and all other chemicals which are or may be component parts of baking powder, or may be conveniently produced or dealt in in con- nection therewith, and generally to carry on any manufacturing or other business which can conveniently be carried on in conjunc- tion with any of the matters aforesaid. Bicycles. To carry on the business of manufacturers of cycles, bicycles, tricycles, velocipedes, and carriages of all kinds, and of all articles and things used in the manufacture, maintenance, and working thereof, and also all apparatus and implements and things for use in sports or games. Bicycles and Automobiles. To manufacture and sell bicycles and all parts and accessories thereof, and to carry on any trade or business incidental thereto 956 Business Corporations; OpsEct CLAUSES. Forms — B. or connected therewith ; to manufacture and sell automobile vehicles and electric and other motors, and to carry on any trade or busi- ness incidental thereto or connected therewith; to carry on any manufacturing or mercantile business lawful in the place where such business shall be carried on; to apply for, purchase, or other- wise acquire, hold, own, use, operate, sell, assign, and grant or conduct licenses in respect to any and all inventions, improve- ments, and processes used in connection with or secured under letters-patent of the United States or elsewhere; to acquire and undertake all or any part of the business, assets and liabilities of any person, firm, association or corporation; to take, acquire, purchase, hold, own, rent, lease, sell, exchange, mortgage, improve, cultivate, develop, and otherwise deal in and dispose of any and all property, real and personal, of every description incidental, to or capable of being used in connection with the aforesaid busi- nesses or any of them. Biscuits and Crackers. The business and objects of said corporation, which it proposes to carry on, are the manufacture, purchase, sale and export of biscuits, crackers, cakes, Italian paste, confectionery and other food products. Brick. The manufacturing, buying, selling, dealing and trading in any and every kind of bricks, stone and building materials, goods and merchandise by land or water, and for that purpose to pur- chase, own, charter and operate steamboats, steam tugs, barges and other boats, also to take, acquire, purchase, hold, own, rent, ex- change, mortgage, improve, cultivate, develop and otherwise deal in and dispose of any and all property, real and personal, of every description, incident to or capable of being used in connection with the aforesaid businesses, or any of them. Brickmakers. To carry on the business of manufacturers of bricks, tiles, pipes, pottery, earthenware, china and terra cotta, and ceramic ware of all kinds. To carry on the businesses of pavers and manufacturers of and dealers in artificial stone, whether for building, paving, or other purposes. mh Business Corporations; Osgecr Cravszs. 957 Forms — B. Brewery. To carry on the business of manufacturing, brewing and bot- tling all kinds of ale, beer, porter and other beverages, and to pur- chase, sell and deal in malt and hops and the products thereof. Bridge Builders. To manufacture and sell bridges and bridge and structural work ; to buy, sell, manufacture and trade in steel, iron and other metals, and their by-products, and to store and transport the same; also to construct, acquire, maintain, work or operate, lease, sell or other- wise dispose of any lands, appurtenances, plants, businesses, good- will, mills, furnaces, factories, engines, boilers, machinery, appa- ratus, tools, appliances, and conveniences; also to buy, sell, manu- facture and trade in structural iron and steel, plates, materials, supplies, or articles made partly or wholly from metals of any kind; also to buy, sell, manufacture and trade in such other raw materials, products or merchandise as may be conveniently or advantageously used or sold in connection with said business in any of its branches or otherwise; also to apply for, purchase, ac- quire, hold, own, use, operate, sell, assign or dispose of any or all inventions, improvements and processes used in connection with or secured under letters-patent of the United States, or other countries, or otherwise, and to acquire or grant licenses and rights in respect thereof, or otherwise; and, with a view to the working or development of the same, to carry on any similar business, whether manufacturing or otherwise, calculated, directly or indi- rectly, to effectuate the objects of such corporation, Bronze. Manufacturing and dealing in silicon and aluminum and other bronzes, and all kinds of metals and metallic compounds, and arti- cles composed wholly or in part of metal, and electrical supplies, and purchasing, holding, selling, exchanging, leasing, pledging, and mortgaging, either directly or indirectly, through agents or trustees, real estate, personal assets, patents, patent rights and other rights, easements, interests, stocks and franchises, which and in such manner as may be advantageous or convenient in the prosecution of its business and authorized by the statute laws of the State. 958 Business Corporations; Opsect Causes. Forms — C. Brushes. To purchase, manufacture or dispose of, by sale or otherwise, all kinds of brushes, brooms and dusters; to purchase, manufac- ture and dispose of, by sale or otherwise, other articles incident to the making of said brushes, brooms and dusters; to acquire and hold, sell or otherwise dispose of, such real estate or other property as the business of the company may require, and in general to perform all the functions intended by law or usage to a manufac- turing corporation. Building Company. The purchasing of real estate, the making and purchasing of materials for the construction of buildings, the erection of build- ings, and the owning, managing, operating, leasing and selling of buildings. Cash Registers. To manufacture, buy, sell and deal in cash registers, check printing registers, slip printing registers, tape-printing registers, autographic registers, adding machines, calculating machines, registering machines, and any and all similar registers, machines, apparatus and devices and to do all acts and things and to trans- act all business necessary or proper in connection with the said objects, or incidental thereto, or in any wise connected therewith; and, in general, to carry on any other business, whether manufac- turing or otherwise, for the furtherance of the said objects. Cattle. To buy and sell at wholesale and retail, any and all kinds of cattle and live stock, and any and all kinds of meats, and such goods, wares and merchandise pertaining and belonging to the cattle, live stock, meat and butcher business; and to possess, lease, own, hold, erect and maintain abattoirs for the slaughter and kill- ing of all kinds of animals and cattle usually used for food; and to prepare in any and every manner the careasses of such animals and cattle into merchandise for the butcher and meat business ; and to manufacture such into merchantable and vendible arti- cles; and to manufacture provisions, sausages and other articles and merchandise made of meats and fat, and all kinds of goods kindred to the meat and butcher business; and to buy and sell, convey, hold, acquire, and mortgage all personal and real prop- erty necessary or pertaining or in any wise belonging to the meat, Bustness Corporations; Ossect CLavses. 959 Forms — C. butcher, cattle and live stock business, or to carry on any part of said business. Cattle. To carry on the business of buying, breeding, grazing, pastur- ing, dealing in and selling cattle, sheep, hogs, horses, and other live stock, and all business incidental thereto. Cement. The objects for which said corporation is to be formed, includ- ing the nature of its business, are the following: Manufacturing, selling and dealing in Portland cement anf other cements, lime and brick, and manufacturing, dealing in, selling and laying side- walks and pavements, and drain, sewer and other kinds of pipes. Cereals. For the purpose of dealing in all kinds of cereals and of manu- facturing and dealing in the products thereof and of doing all other things incident thereto. ave Chemists. ' To carry on the business of chemists, druggists, dry-salters, oil and colour men, importers and manufacturers of and dealers in pharmaceutical, medicinal, chemical, industrial and other prepara- tions and articles, compounds, cements, oils, paints, pigments and varnishes, drug, dyeware, paint and colour grinders, makers and dealers.in proprietary articles of all kinds, and of electrical, chemi- cal, photographical, surgical, and scientific apparatus and mate- males Coal. 2 Raye selling, dealing in and transporting coal of ell kinds. Coffee. The meettE selling, curing, ripening, polishing and burn- ang or browning, raising, cultivating, or in any manner dealing, treating, curing or handling coffees. x Cold Storage. The carrying on and conducting the business of storage, cold storage refrigeration, freezing and ice making and dealing in plants for said purposes; the manufacturing, producing and sup- plying in any manner cold air, refrigeration, ice and freezing compounds in any form for use, distribution and application for 960 DOmaEES CoRPORATIONS ; Ourzor CLaUsEs, Forms _ C. any and all purposes; “the @iabueue: spurchasiog: acquiring, equipping, owning, maintaining, operating, selling and leasing plants, machines, equipments, machinery, apparatus, general sup- plies, inventions, patents and processes, together with all other property, rights and privileges for any of said purposes, or a part thereof. Commission Merchants. To do a general commission merchants and selling agents busi- ness; to buy, hold, own, manufacture, produce, sell and otherwise dispose of, either as principal or agent, and upon commission or otherwise, all kinds of-personal property whatsoever, without limit as to amount; to buy, sell, hold, own, manufacture, produce, sell and sthervive dispose of, either as principal or agent, all articles of furniture, household or otherwise, without limit as to amount; to make and enter into all manner and kinds of contracts, agree- ments and obligations by or with any person or persons, corpora- tion or corporations, for the purchasing, acquiring, manufacturing, repairing and selling of any articles of personal property of any kind or nature whatsoever, and generally with full power to per- form any and all acts connected herewith or arising therefrom or incidental thereto, and all acts proper or necessary for the pur- poses of the business. Contractors and Builders. To carry on the business of general contractors; to construct, equip, improve or work upon any or all kinds of roads, ways, tramways, railroads, railways, branches or sidings, bridges, reser- voirs, watercourses and wharves; to build, construct, and repair sewers, tunnels and subways; to build, erect, and repair plants for furnishing, by electricity or otherwise, light, heat and power; to install systems, machinery, appliances and devices for the gen- eration, accumulation and distribution of electrical force and energy of every kind and nature; to purchase or otherwise acquire, hold, operate, repair or license the use and the disposal of systems for the equipment, operation and repairing of railways, railroads and tramways with steam, compressed air, or gas power, or by electric motor power applied by means of overhead and under- ground wires, trolleys, third rail or third way and under running contacts, storage batteries, or any other means of transmitting and utilizing motive power not inconsistent with the Business Cor- porations Law of this State, and to acquire any inventions and improvements relating thereto. Bustness CoRPORATIONS; Oxtaar CLAUSsEs. 961 Forms — C. Confectionery. To manufacture, buy, sell, deal in and deal with candy, syrup and confections of all kinds, and the raw material from which they are made and products made therefrom, and all like or kindred products; to manufacture and prepare for market; to market and sell candy, syrups, confections and kindred products; and all other articles or products whatsoever used in their manufacture or com- position; to acquire by purchase, manufacture or otherwise, all materials, supplies and other articles necessary or convenient for use in connection with and in carrying on the business herein mentioned or any part thereof. * Contracting and Building. The erection, repairing, raising and improvement of buildings; the building or repairing of bridges; the making of street improve- ments, whether above or beneath the surface, and the business of general contracting; such as is usually done by contractors. Cordage. The manufacture and sale of cordage and binder twine, and any and all similar commodities, including the acquisition by pur- chase, manufacture or cultivation of all materials, supplies, ma- chinery and other articles necessary or convenient for use in con- nection with and in carrying on the business of manufacturing and selling as aforesaid; the taking, acquiring, buying, holding, owning, selling, leasing, mortgaging, improving, cultivating and otherwise dealing in and disposing of real estate, manufactories, buildings, and improvements necessary or convenient in carrying on said business. Cotton Oil. To carry on the business of manufacturing cottonseed oil and other vegetable oils, and each and every product of cottonseed, and all edible fats, and other oleaginous substances, and all articles of we as food or otherwise, of which cottonseed or cottonseed oil or any product of either forms a component part or may be in any way utilized into any condition, combination, connection, article, substance, or form whatsoever ; crushing, refining, treat- ing, buying, selling, dealing and trafficking { in any of the articles, products, or substances herein mentioned or referred to; cow- pressing and manufacturing cotton into any form, substance: ar: 61 962 Business Corporations; Opsect Causes, Forms — D. ticle or condition whatsoever, and trafficking in the same, erecting, purchasing, or acquiring, operating, equiping, maintaining, selling, leasing, letting, and in any way utilizing or disposing of mills, refineries, compresses, lands, warehouses, vessels, cars, manufac- tories, merchandise, inventions, patents, processes, machines, plants, business, good will, trademarks, brands, and branches in ‘connection with any of the purposes herein referred to. Department Store. (1) To establish and conduct a general department store. {2) To carry on all or any of the businesses of dry goods mer- chants, cloth manufacturers, furriers, haberdashers, hosiers, manu- facturers, importers, wholesale and retail dealers of and in textile fabrics of all kinds; milliners, dressmakers, mantua-makers, tail- ors, hatters, clothiers, furnishers, outfitters, glovers, lace manufac- turers, feather dressers, boot and shoe makers; manufacturers and importers and wholesale and retail dealers of and in leather goods, household furniture, ironmongery, china and glassware, crockery and other household fittings and utensils, ornaments, bric-a-brae, stationery, notions and fancy goods; dealers in meats and provi- sions, drugs, chemicals and other articles and commodities of per- sonal and household use and consumption; and generally of and in all manufactured goods, materials, provisions and produce. (3) To carry on any of the businesses of coach and carriage builders, saddlers, harness-makers, house decorators, sanitary engi- neers, electrical engineers, and contractors in all of the branches thereof; gasfitters, coal and wood dealers, land, estate, and house agents, builders, contractors, auctioneers, cabinet-makers, uphol- sterers, furniture removers, owners of depositories, warehousemen, carriers, storekeepers; manufacturers of and dealers in hardware, jewelry, plated goods, perfumery, soap, toilet articles of all kinds, and articles required for ornament, recreation or amusement; ‘gold and silversmiths, dealers in precious stones, watchmakers, newspaper proprietors, booksellers, dealers in musical instruments, manufacturers of and dealers in bicycles, tricycles and motor car- riages, and sporting goods of all kinds; and also refreshment con- tractors, restaurant keepers, wine and liquor dealers, tobacconists, and dealers in mineral, aerated and other liquors; barbers and kairdressers, farmers, dairymen, market gardeners, nurserymen and florists, photographers and dealers in photographic supplies, ‘printers, lithographers and engravers, dealers in domestic, trained and fancy animals. Business Corporations; Ossect Ciauszs. 963 __ Forms — D. ; (4) To buy, sell, manufacture, repair, alter and exchange, let on hire, export and deal in all kinds of articles and things which may be required for the purposes of any of the said businesses, or commonly supplied or dealt in by persons engaged in any such businesses, or which may seem capable of being profitably dealt with in connection with any of the said businesses. (5) To provide and conduct refreshment-rooms, newspaper- rooms, reading and writing-rooms, dressing-rooms, telephones, and other conveniences for the use of customers and others. (6) To grant to other persons or corporations the right or privi- lege to carry on any kind of business on the premises of the com- pany on such terms as the company shall deem expedient or proper. Distillers. The objects for which the said corporation is to be formed are the carrying on of the general business of distilling spirits, in- cluding the distilling, redistilling and rectifying of wines, alcohol, spirits, gins and whiskies of all kinds and description, and dealing in the same and the by-products thereof throughout the United States and elsewhere; also malting and dealing in malt; and the purchasing, acquiring, leasing, holding and disposing of such real estate and personal property as may be necessary or proper for the safe, convenient and profitable conduct of such business, and the doing of any other business incident to the main purpose of the corporation. Dock and Terminal Company. To carry on the business of freighting, elevating, lighterage, storage, wharfage, warehousing, forwarding, docking, storing and berthing of ships, steam vessels, boats and every other kind of water craft; receiving, unloading, loading, transferring, storing, warehousing, elevating and forwarding by car, float, boat, and in any other way, all kinds of goods, wares, merchandise and any other commercial commodity or thing of value, and the doing of any act or thing connected therewith or incidental to such busi- hess, act or thing; erecting, constructing and maintaining eleva- tors, coal bins, pockets and chutes, bulkheads, piers, basins, float- ing and other docks, warehouses, terminal, transfer and other facilities, buildings for manufacturing and trafficking, the pur- chasing, acquiring and holding property, rights, privileges and franchise necessary or incidental to the convenient transacting quire any and all property, real and personal, incidental to the 964 Business Corrorations; Ossect CLavses. Forms — E, and conducting of the aforesaid business, and of selling, leasing, mortgaging and conveying the same or any part thereof; the issuing of storage, dock and warehouse receipts negotiable and non-negotiable, covering all kinds of goods, warez, merchandise and any other commercial commodity or thing of value; the pur- chase and sale of ships, steamers, vessels and every other kind of water craft, and all goods, wares, merchandise, or any other commodity or thing of value; the making and manufacturing of engines, boilers, launches, boats, water crafts of all kinds, or any other article or thing of value; the collection and receipt of dock- age, wharfage and storage dues and other compensation; the loaning of money on the pledge of goods, wares, merchandise and other property, or on the pledge of storage, dock or ware- house receipts therefor; and the advancing of freights, duties, fire and marine insurance and liens of every kind and nature upon goods, wares and merchandise or other property received on stor- age, or for the purpose of being warehoused or forwarded upon the pledge of said goods, wares, and merchandise or other prop- erty, or upon the pledge of storage, dock or warehouse receipts therefor. Drugs. To manufacture, import, purchase, sell and deal in drugs, medi- cines, paints, chemicals, oils, dyestuffs, glassware, toilet articles, fancy goods, druggists’ sundries, perfumeries, surgical apparatus, physicians and hospital supplies, and general merchandise. Dry Goods. To do a dry goods and notions, jobbing and commission busi- ness; and generally to do a mercantile business in the State of New York, throughout the United States of America, and elsewhere. Electrical Work. The purposes for which it is to be formed are the following, viz.: To carry on a general contracting business; to do electri- cal work of every kind and description, including the business of electricians, electrical and mechanical engineers and dealers, either as principals or agents, in electric motors, dynamos, and electrical machinery, appliances, plants and supplies of any nature or kind whatsoever; to construct, erect, install, alter, repair, equip and deal in works, plants, instruments and machinery for supply- Business Corporations; Ossecr Cravsss. 965 Forms — E. ing and distributing electricity for light, heat, power or other purposes, street and other railways for operation by electricity or otherwise, telephone and telegraph lines including all instru- ments, poles, fixtures, wires and appliances for connecting elec- tric apparatus at a distance with other electric apparatus as well as electric exchanges or centres, subways, conduits and ducts, power supply works, warehouses and buildings, public or private, tunnels, bridges, viaducts, docks, harbors, piers, wharves, canals, reservoirs, and all other works of public or private use; to make or otherwise acquire and carry out any contracts for or in rela- tion to the construction, erection, equipment and improvement of public or private works or buildings, and to undertake, execute, carry out, dispose of or otherwise turn to account the same; to con- struct, repair, alter, trade and deal in and with any or all ma- chinery, appliances and supplies used in the manufacture, generation, storage, accumulation, transmission or distribution of any or all types of electric current, and any or all manner of electric machinery, apparatus or supplies of any nature or kind whatsoever; to buy, sell, deal in, repair, alter, or lease fixtures, chandeliers, electroliers, brackets, lamps, globes and other sup- plies and appurtenances used for or in connection with the manu- facture, generation, accumulation, storage, transmission, distri- bution, or use of electric current for light, heat, or power; to buy, sell and trade in other machinery, supplies and merchandise and to do any and every act or thing that may be appurtenant, incidental to or necessary in connection with the foregoing purposes. Elevators. To manufacture, erect, build, furnish, equip, construct, repair, maintain, operate, buy, sell, and in general to utilize and deal in and deal with elevators and all kinds of hoisting machinery, including the acquisition by purchase, manufacture or otherwise of all materials, supplies, machinery and other articles necessary or convenient for use in connection with and in carrying on the business herein mentioned, or any part thereof. To manufacture, purchase, or otherwise acquire, hold, own, mortgage, sell, assign, and transfer, invest, trade, deal in and deal with goods, wares and merchandise and property of every class and description, including any and all kinds of engines, dynamos, generators, pumps and any and all kinds of machinery, 966 Business Corporations; Ossect CLavsEs. Forms — E. any and all kinds of implements or articles of manufacture, and any and all kinds of mechanical apparatus. Enameled Goods. To manufacture dials of all kinds for watches, clocks, meters, indicators and all other purposes; also to manufacture all kinds of enamel, enameled goods and articles, ingredients, mixtures or compounds necessary for the above or for any other purpose; also to do all kinds of enameling and printing; also to manufacture any other articles or things incidental or appertaining to the above; and also to buy and sell any of the above, or any articles incidental or appertaining thereto. Explosives. The purposes for which it is formed are to conduct the busi- ness of manufacturing, buying, selling and dealing in, and other- wise acquiring and disposing of, apparatus, tools, machinery, appliances, explosives, chemicals, compounds and other goods, wares and merchandise of every kind and description, used or capable of being used, in connection with mining or quarrying ores and minerals; also to manufacture, buy, sell, deal in and use alkalies and chemicals of every kind, and all articles and things used in the manufacturing, maintaining and working thereof. Express Business. To transfer, carry and transport goods, wares and merchandise and personal property of every kind and description, from or to any points or places in the United States or elsewhere, by means of electric cars or vehicles, steam cars or vehicles, horses, wag- ons, boats, or any other means or method of transportation; to con- tract or arrange with railroads, ferries, steamboats or other com- panies, and with individuals to transfer, carry and transport such personal property for and on behalf of this corporation; and gen- erally to do and transact an express and transportation business, with all the rights, privileges and powers necessary or desirable for the transaction of such business or incident to the conduct of the same. To carry on a general transfer and express business in the city of New York and elsewhere; to purchase, lease or otherwise ac- Bustness Corporations; OssEct CLavusEs. 967 Forms — F. said business, and to do any and all acts incidental to or connected: therewith. Live Stock Express. To buy, sell, equip and maintain cars, and any and all other vehicles by land and water, for the purpose of transporting live stock, and to transport the same by any and all means of trans-~ portation by land and water. Fisheries. To catch, cure, can, purchase, sell, and otherwise acquire, dis- pose of and deal in and with fish and sea food of all kinds; to cut, manufacture, store, and deal in ice, natural and artificial; to do a general cold storage business in and of commodities, as principal, agent or consignee; to build, construct, purchase or otherwise acquire and operate any and all works, appliances and facilities and equipments useful or convenient in connection with any objects of the company, including the marketing of its com- modities and products. Fisheries. To carry on the business of catching, buying, selling and deal- ing in fish of all kinds; manufacturing such kinds of fish as are particularly suited thereto, into fish oil and fish guano; manu- facturing fertilizer and other products capable of being made from fish guano or other guano, or other materials customarily used in manufacturing fertilizers, and dealing in all such products and all other materials, articles and products capable of being manu- factured or used in connection with the manufacture and sale of any of the above-named products; to establish and maintain fac- tories, agencies and depots for the manufacturing and sale of fish oils, guano, fertilizers and any and all products capable of being made therefrom; to carry on the business of storing, pack- ing, salting, canning and otherwise preserving and dealing in all. kinds of food fishes. Fisheries. The catching, purchasing and selling of all kinds of fish, con- ducting a general cold storage business, the manufacture and sale of fish and animal products, and doing a general commission. business, ‘ Gas Fixtures and Lamps. To manufacture, buy, sell, lease, and let gas fixtures, chande~ liers, electroliers, brackets, lamps, globes, any and all of which 968 Bustness Corporations; Ossect Causes. Forms — G. may be of any form, kind or description; and to manufacture, buy, sell, lease, and let any other supplies or appurtenances used for or in connection with the use of gas, electricity or any other power, or material used for heating or lighting purposes; and to make, manufacture, buy, sell, lease, let any and all things, ma- terials, substances, machines, tools, buildings and anything what- soever necessary for the carrying on of the business under its charter. Glass. Manufacturing glass and glass ware of any and all kinds and description; to manufacture such machinery and appliances as are or might be useful in connection with the preparation of glass ware; to produce, as opportunity offers, whatever crude materials are necessary for the manufacture of glass; to buy such lands and erect such buildings as are needed for the purpose of carrying on the business of the corporation, and to sell and dispose of the same as authorized by law; to buy, own, and sell the plant or plants of other companies heretofore carrying on a similar business. Gold and Silver Ware. To carry on the business of manufacturers of, dealers in and contractors for the sale, purchase and exchange of gold and silver ware, gold and silver plated ware, glass ware, crockery, cutlery, leather goods, tools, machinery, wooden ware and silks, and gen- erally to manufacture, buy, sell, exchange and deal in the above specified products and in all materials used in the manufacture of each, any and all of such articles. To carry on as principals, agents, commission merchants or consignees, the business of manufacturing and dealing in gold and silver ware, gold and silver plated ware, metal ware, glass ware, crockery ware, cutlery, leather goods, tools, machinery, wooden ware and silks, and all materials used in the manufacture of each, any and all of such articles, and to carry on as principals, agents, commission merchants or consignees any other business which may be conveniently conducted in conjunction with any of the matters aforesaid. Grain Elevator. Elevating, storing and transferring grain of all kinds, and building, constructing, purchasing, leasing or otherwise acquir- Bustnzess Corporations; Ossrot Cxavuszs. 969 Forms — H. ing, using, Managing and operating an elevator or elevators for the above purposes, and for the transaction of all such business as is, or may be, in any way connected therewith, or incidental to the foregoing purposes. Graphite. To manufacture graphite, purify carbon, prepare graphite and carbon for paints, foundry facing, electrotyping and other pur- poses; to manufacture, buy, sell, deal in and deal with graphite, paints, stove polish, crucibles and other forms of graphite and carbon articles. Hardware. To carry on the trade or business of manufacturing, produc- ing, adapting, preparing, buying and selling and otherwise dealing in, hardware and hardware supplies incident thereto, and any articles in the manufacture or composition of which metal is a factor; and to manufacture, produce, purchase, adapt, prepare, use, sell or otherwise deal in, any materials, articles and things required for or in connection with, or incidental to the manufac- ture, use, purchase and sale of any and all of the aforesaid wares and articles; and also to carry on any other manufacturing or dis- tributing business such as commission merchants, factors, agents or otherwise, which can conveniently be carried on in conjunc- tion with any of the matters aforesaid. Hotel. To carry on the business of hotel and innkeepers, restaurant- keepers, caterers, keepers of livery-stables and stables for horse- less conveyances of all kinds, warehousemen, tobacconists, deal- ers in provisions, wine and liquor dealers, barbers and hairdressers, newsdealers, and proprietors or managers of theatres, opera houses and other places of public entertainment. To purchase, lease, hire or otherwise acquire, to hold, own, maintain, improve, alter, and to sell, convey, mortgage, or other- wise dispose of real estate and personal property and any interest therein, in or out of this State, and in such place or places in the several States and Territories of the United States, the Dis- trict of Columbia, colonial possessions or territorial acquisitions of the United States and any foreign countries, as shall from time to time be found necessary and convenient for the purposes of the company’s business; to have one or more offices and to carry 970 Bustness Corporations; Osgect CLavsss. Forms — I. on all or any part of its operations and business in any State or Territory of the United States, and in any foreign country or place. Hotel. To buy and sell hotels, restaurants and boarding-houses; to manage and conduct hotels, restaurants, cafes and boarding- houses, and to lease and hire the same; to build and construct hotels, apartment and other buildings, and generally to do and perform everything necessary for the aforesaid purposes. Ice. Manufacturing, preparing, cutting, gathering, collecting, har- vesting, storing, preserving, packing, buying, selling, dealing in and transporting all kinds of ice; to erect, establish, manufacture, make, construct, acquire, hold, operate, buy, sell, trade and deal in all kinds of refrigerating plants, ice machines, ice-making apparatus and refrigerating processes; to construct, purchase, charter or otherwise acquire, and to hold, own, use, equip, oper- ate and dispose of any and all steamships, steamboats, sailing ships, barges or vessels of any class, kind or nature whatsoever which may be necessary, useful or convenient in or about the operations or business of the said company. Ice Machines. To manufacture, buy, sell and lease ice machinery and other articles; to own, control, buy and sell patents and to license there- under; to own, buy, sell, lease and mortgage real estate and per- sonal property; and to do all acts that may be convenient or necessary in a general manufacturing business. Inspection of Elevators. The protection, keeping in order, operation and the guaranteed inspection of freight and passenger elevators in apartment-houses, office buildings, hotels, and any buildings where elevators may be used and maintained. Iron and Steel. To manufacture iron, steel, manganese, coke, copper, lumber and other materials, and all or any articles consisting, or partly consisting, of iron, steel, copper, wood or other materials, and all or any products thereof. Business Corporations; Osszecr Cxavsss. 971 Forms — J., K., L. To acquire, own, lease, occupy, use or develop any lands con- taining coal or iron, manganese, stone or other ores, or oil, and any wood lands, or other lands for any purpose of the company. To mine, or otherwise to extract or remove, coal, ores, stone and other minerals and timber from any lands owned, acquired, leased or occupied by the company, or from any other lands. To buy and sell, or otherwise to deal or to traffic in, iron, steel, manganese, copper, stone, ores, coal, coke, wood, lumber and other materials, and any of the products thereof, and any articles consisting, or partly consisting, thereof. Jewelry. To manufacture, buy, sell and deal in watches, diamonds, jew- elry, ornaments and fancy articles of various kinds, and other kinds of merchandise and property, and likewise to buy and sell patent rights and licenses for any and all useful improvements in jewelry, ornaments and fancy articles. Knit Goods. The manufacture and sale of hosiery, underwear and other goods for human use, from wool, cotton, flax, hemp or any other material that can be spun into a thread, and the manufacture and sale of garments, or cloth of any description. Lamps. To manufacture, use, sell and deal in lamps, machinery and appliances for the production, use or application of light. or heat, also to manufacture, use, sell and deal in all articles and things to which the same may be applied or which may be necessary or convenient in connection therewith; to own, hold, purchase, acquire, mortgage, sell or otherwise dispose of all such tools, machinery, patterns and other personal or real property, and to apply for, purchase, or otherwise acquire, and to hold, own, use, operate, and to sell, assign or to otherwise dispose of, to grant licenses in respect of, or otherwise turn to account any and all such inventions, improvements and processes used in connection with or secured under letters-patent of the United States or else- where, as may be necessary or convenient for furthering the business of the corporation. 972 Business Corporations; Ossect CLavsEs. Forms — L. Laundry. To carry on the business of a steam and general laundry, and to wash, clean, purify, scour, bleach, wring, dry, iron, color, dye, disinfect, renovate, and prepare for use all articles of wearing apparel, household, domestic and other linen, and cotton and woolen goods and clothing, and fabrics of all kinds, and to buy, sell, hire, manufacture, repair, let on hire, alter, improve, treat and deal in all apparatus, machines, materials, and articles of all kinds, which are capable of being used for any such purposes. Lead. The objects for which said company is formed are as follows, viz.: To acquire by purchase, lease or otherwise, and to own, sell, lease, mortgage, convey, develop, improve and operate mines; to own, acquire, construct, enlargé, improve, operate and carry on works for smelting, parting, refining or working any base or precious metals, or the products thereof, and factories for the manufacture of lead in any and all commercial and medicinal forms and qualities, and for the manufacture of pyroligneous acid, acetate of lime and charcoal by the process of destructive distillation, carbon dioxide, magnesia and the products thereof, together with factories or works for the purpose of producing, refining or manufacturing linseed and castor oils and vegetable, mineral or other oils and the products thereof, and com posi- tions, articles and apparatus from and in connection therewith, and to manufacture the products of said mines and said substan- ces; and generally to carry on such manufacturing or other busi- ness as may be necessary or convenient for the business and operations of the company, or any part thereof ; to buy, sell, trade and deal in the products of said mines, factories, works and prop- erties in their crude form, or in any state or stage of production or manufacture, as well as the properties themselves, including base and precious metals, lead and oils of every kind and quality, and in any form or condition, and such other substances, prod- ucts and materials as are commonly or conveniently used, manufactured, bought or sold in connection with said business or businesses, or any part or parts thereof, or as are necessary or convenient in and about or connected directly or indirectly with the transaction of the business of the said company. Bustness Corporations; Ossect Causes. 973 Forms — L. Lead and Oil. To mine lead and any other mineral or minerals and to sell or lease to others the right to mine such lead and other mineral or minerals; to acquire, deal in, buy, sell and otherwise dispose of ores, minerals and metals and to smelt, reduce, refine, mill and otherwise treat ores, minerals and metals; to corrode lead and other metals and to produce, manufacture, acquire, deal in, buy, sell and otherwise dispose of all products and compounds of lead and all combinations into which lead or any of its elements enters; and all products and compounds of other minerals, and all com- binations into which any other mineral or any element thereof enters; to acquire, hold and deal in oil lands, and search for, win, get, produce, refine, manufacture, acquire, deal in, buy, sell and otherwise dispose of mineral, vegetable or other oils and any liquid, chemical or drug useful in connection with the said pur- poses or either of them, and in connection with the products, combinations and compositions thereof; to purchase, acquire, own, erect, construct, lease, sell, supply, hold or hire and maintain any lands, plant, plants, machinery, business or other things inci- dental to or connected with any of the purposes aforesaid. To grow, handle, buy, sell, deal in, deal with and mill flaxseed and other agricultural products; to acquire, own, hold and deal in lands or any interest therein suitable for growing flaxseed and other agricultural products; also to acquire, own, hold, buy, sell and deal in lands, buildings, elevators, tanks, mills and other structures suitable or advisable for storing, treating, handling, purchasing, selling, dealing in, milling and otherwise dealing with and utilizing in any manner whatsoever flaxseed, linseed oil and other agricultural products, and all things of whatsoever nature useful or necessary in the growing, purchasing, selling, owning, treating, handling, dealing in or dealing with, milling and otherwise utilizing flaxseed, linseed oil and all other products thereof and other agricultural products, and to buy, sell, produce, deal in, deal with and refine linseed oil and all other products or by-products of flaxseed. Leather. Manufacturing and selling leather, lumber, and belting, in- cluding the acquisition and use in the manner and to the extent Permitted by law, of all necessary and convenient lands, timber, bark, mills, plants, machinery, supplies and other articles and 974 Bustxess Corporations; OssEcT Causes. Forms — M. property necessary to or convenient in connection with the manu- facturing and sale of leather, lumber and belting, as aforesaid; and in general to engage in any lawful business whatever, which may be found convenient or necessary in connection with the business of manufacturing and selling leather, lumber and belt- ing, as aforesaid. Lumber. To acquire by purchase or otherwise, own, buy, sell and deal in standing timber and timber lands, and to buy, cut, haul, drive and sell timber and logs, and to saw and otherwise work the same, and to buy, manufacture and sell lumber, bark, wood, pulp and all products made therefrom. Machinery. Manufacturing, buying and selling engines, boilers, machinery, tools, machine shop, foundry and factory supplies, and all kinds of heavy hardware. Malt. Manufacturing, selling and dealing in malt and its by-products or products incidental thereto, and all other products in the manu- facture of which malt is or may be used, and the business incidental thereto. . Mining. To purchase, take, on lease, or otherwise acquire, any mines, mining rights, and metalliferous land, and any interest therein, and to explore, work, exercise, develop, and turn to account the same. (2) To crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate, and prepare for market, ore, metal, and mineral substances of all kinds, and to carry on any other metal- lurgical operations which may seem conducive to any of the com- pany’s objects. (3) To buy, sell, manufacture, and deal in min- erals, plant, machinery, implements, conveniences, provisions, and things capable of being used in connection with metallurgical oper- ations, or required by workmen and others employed by the com- pany. (4) To construct, carry out, maintain, improve, manage, work, control, and superintend any roads, ways, tramways, rail- ways, bridges, reservoirs, watercourses, aqueducts, wharves, fur- naces, sawmills, crushing works, hydraulic works, electrical works, factories, warehouses, ships, and other works and conveniences which may be necessary, directly or indirectly, in connection with Business Corporations; Ossect Causes. 975 Forms — 0., P. any of the objects of the company, and to contribute to, subsidize, or otherwise aid or take part in any such operations. Oil. To produce, purchase, store, refine and deal in petroleum and its products at both wholesale and retail, and to manufacture all or any of the products of petroleum, and packages for holding the same. The corporation may also purchase, acquire, hold and dis- pose of the stocks, bonds and other evidences of indebtedness of any corporation, domestic or foreign, and issue in exchange there- for its stock, bonds or other obligations. Paper. The purposes for which said corporation is formed are the main- taining, conducting and managing in the State of New York and elsewhere, the business of manufacturing, producing, purchasing, selling and dealing in any and all kinds of paper, and in all ingre- dients, products and compounds thereof, and in any and all ma- terials that now are or hereafter may be used in, or in connection with such manufacture, including the manufacture and produc- tion of wood pulp and any other fibre, and, as a part of and inci- dent to such business, mining of iron pyrites, clay, sulphur, coal, agolite and in fibrous minerals and materials; the purchase, lease or other acquisition and the development of woodlands, and the manufacture, sale and disposition of any surplus products of said woodlands; and the production and sale of any surplus or by- products in such business; with the right in connection with its business to purchase or acquire, and to own, use, sell and assign patents, patent rights, inventions and processes connected with the manufacture of wood-pulp or paper, or of any other materials and products used in or connected with such manufacture, or with any other lawful business of the corporation or resulting there- from; to purchase, acquire, build, own and rent or sell dwellings ; to establish, own and carry on stores for the selling of merchan- dise; to purchase, acquire, hold, sell and convey in the State of New York and elsewhere in the United States and Canada or else- where, such real estate and personal property as may be necessary or proper for the business or purposes of the corporation; and generally to do any and all things which may be necessary or Proper in connection with said business, and which may not be contrary to law. 976 Bustness Corporations; OsgecT CLavses. Forms — P. Passenger and Baggage Transfer. The purchase and sale of horses, the manufacture, purchase and sale of carriages, whether drawn by animal power, or pro- pelled by steam, electricity or other motive power, the leasing and hiring of buggies, carriages, coupés, coaches, carts, wagons, auto- mobiles, motor vehicles, whether drawn by animal power or pro- pelled by steam, electricity or other motive power; the leasing and letting for hire of horses; the transferring, delivering and storing of all kinds of freight, baggage and other commodities; the boarding of horses and other animals; the storage and care of all kinds of vehicles; the conducting and carrying on of a general livery; boarding stable, and passenger, baggage and freight trans- fer business at the city of , and at various other cities, towns and villages in the State of New York, together with all other business connected therewith, or in any way incidental thereto. Photography. To engage in and conduct a general photographic business; to buy, sell, own, hold, deal in and deal with all materials of any and every character necessary or useful in connection with the said business; to buy, sell, own, hold, deal in and deal with works of art, pictures and prints of all kinds and description, bric-a-brac, objects of vertu, statuary, glassware, china ware, furniture, tapes- tries, laces, gold and silver ware and other ornamental metal ware, and fancy goods of every kind and description. Pottery. To manufacture, buy, sell and deal in pottery, ceramic and earth- enware generally, and to mine, manufacture, prepare, buy, sell and deal in all products and materials used in or pertaining to such manufacture. Poultry Farm. Raising and selling of poultry, selling of eggs, and manufactur- ing and selling of chicken food. Powder. Manufacturing powder, dye stuffs and chemicals, and to manu- facture goods, wares and fabrics of wood, metal, glass, leather, Business Corporations; Opsect CLavszs. 977 —— Forms — P. paper, wool, cotton, silk or other material, and for the purposes aforesaid may construct, repair and maintain upon their own lands suitable dams, canals, watercourses, machine shops, build- ings and machinery, and may purchase and hold such real estate: and personal property as may be necessary to effect the objects of the corporation. Powder. Manufacturing and selling gun and blasting powder of all kinds, also all kinds of explosives and iron explosives, and the transac- tion of any and all business and the doing of any and all acts or ‘things connected with the transaction of a general manufacturing business. Prismatic Glass. To manufacture, sell, barter, trade in, repair and in any man- uer whatsoever to deal in all kinds and descriptions of glass, prisms, prismatic lights, illuminating tiles of all kinds, vault and sidewalk lights and prisms, skylights, ornamental and stained glass of all kinds, metallic bars, all plain and ornamental iron work, sash, and generally to do all manner of acts that may lawfully be done in relation thereto. Public Work Contractors. To construct, erect, build, equip, improve, and repair public works and conveniences of all kinds, including railways, tramways, docks, harbors, piers, warehouses, wharves, canals, tunnels, sub- ways, reservoirs, embankments, irrigation systems, reclamation, im- provement, sewage, drainage, sanitary, water, gas, electric light, telephonic, telegraphic, and power supply works, and hotels, ware- houses, markets and public buildings, and all other works or con- Yeuiences of public utility; to purchase, or otherwise acquire, any contracts and concessions for or in relation to the construction, building, erection, equipment, improvement and repair of public Works and conveniences, and to undertake, execute, carry out, dis- pose of, or otherwise turn to account the same; to carry on the business of miners, metallurgists, builders and contractors, engi- neers, farmers, graziers, shipbuilders, merchants, importers and €xporters, and to buy, sell and deal in property of all kinds. 62 978 Bustness Corporations; Ossect Causes. Forms — Q., R. Quarry. To quarry, manufacture and prepare for market and for all ‘building and other purposes, marble, granite, stone and building materials of every name and nature. To enter into contracts for the erection, construction and com- pletion of buildings and structures of all kinds. To do a general quarrying, construction and building business, and everything in the line thereof. To import, export, buy, sell, manufacture, merchandise, trade and deal in marble, granite, and stone and other building mate- rials, and other goods, wares and merchandise. To take, acquire, buy, build, construct, erect, hold, own, sell, lease, and mortgage any land, real estate or interest in real estate, quarries, buildings, factories, plants, engines, machinery, imple- ments, and other works and conveniences which may seem directly, or indirectly, conducive to any of the business of the company. To carry on any other business of the same general character, whether manufacturing or otherwise, which may seem to the com- pany capable of being conveniently carried on in connection with the above, or calculated, directly or indirectly, to enhance the value of the company’s property or rights. Railway Cars. The manufacturing and selling of railway cars, passenger, freight and street cars; the manufacturing and selling of car trucks, car wheels, and any and all parts of cars or car trucks, in- cluding truck frames and all the accessories thereof, and all car equipments and appliances and apparatus; the manufacture and sale of all of the products of steel, or all iron or all other metals, and of wood, or all other materials; the manufacture and sale of iron castings, steel castings, machine bearings, malleable iron; the manufacture and sale of all kinds of springs, including car springs; the manufacture and sale of all kinds of water pipes and gas pipes, or other pipes; to manufacture, purchase or otherwise acquire, to hold, mortgage, pledge, sell, assign and transfer or otherwise dis- pose of, to invest, trade, deal in and with the products, materials, goods, wares and merchandise and property of every class and description, including the right to enter into or upon any and Business Corporations; Ossect Causes. TO —— Forms — R. all mercantile business or businesses, and for that purpose to ac- quire by purchase, lease or otherwise, stores or property available therefor, and to operate and maintain any and all stores or ware- houses or business houses necessary or expedient for such pur- poses; to make, purchase, sell and deal in manufactured articles, and to acquire and dispose of rights to make and use the same; to purchase, lease, or otherwise acquire all or any part of the business and assets of any person, firm or corporation now or here- after engaged in a business similar to that proposed to be carried on under this certificate of incorporation, and in the purchase of any such business or assets to assume any and all liabilities that may be then existing upon any such business or assets so pur- chased; to purchase or otherwise acquire mines and mining lands ; to mine any and all metals; to engage in mining in all of its branches, and to sell or dispose of the products of such mining; to engage in smelting in all its branches; to purchase or otherwise acquire lumber lands; to cut and mill lumber; to establish and operate lumber mills, and to sell and dispose of and deal in lum- ber, and to engage in the lumber business in all of its branches; to establish and operate rolling-mills; to acquire by lease, pur- chase or otherwise any and all real estate necessary and conve- nient for the establishment and operation of rolling-mills, and to operate and maintain the same. Real Estate. The purpose or purposes for which it is to be formed are the buying, selling, renting and exchanging of real property, im- proved and unimproved, the building, construction and alteration of houses thereon, and the management and development of real property generally; to purchase, manufacture, acquire, hold, own, mortgage, pledge, lease, sell, assign and transfer, to invest, trade, deal in and deal with goods, wares and merchandise and property of every kind and description, and to carry on any of the above business or any other business connected therewith, wherever the same may be permitted by law, either manufacturing or otherwise, and to the same extent as the laws of this State will permit, and as fully and with all the powers that the laws of this State con- fer upon corporations and organizations under this act, and to do any and all of the business above mentioned and set forth to the same extent as natural persons might or could do. 980 Business Corporations; Ossect CLavses, Forms — R., 8. Real Estate Agency and Brokerage. To transact a general real estate agency and brokerage business, including the management of estates; to act as agent, broker or attorney in fact for any persons or corporations in buying, sell- ing, and dealing in real property and any and every estate and interest therein, and choses in action secured thereby, judgments resulting therefrom, and other personal property collateral thereto, in making or obtaining loans upon such property, in supervising, managing and protecting such property and loans and all interests in and claims affecting the same, in effecting insurance against fire and all other risks thereon, and in managing and conducting any legal actions, proceedings and business relating to any of the purposes herein mentioned or referred to; to register mortgages and deeds of trust of real property or chattels real and all other securities collateral thereto; to investigate and report upon the credit and financial solvency and. sufficiency of borrowers and sureties upon such securities; to purchase and hold real property and any and every estate and interest therein, and choses in action secured thereby, judgments resulting therefrom, and other per- sonal property collateral thereto; to improve, manage, operate, sell, mortgage, lease and otherwise dispose of any property so ac- quired; to loan upon such property, and to take mortgages and assignments of mortgages of the same; and to transact all or any other business which may be necessary or incidental or proper to the exercise of any or all of the aforesaid purposes of the corpora- tion. Rubber. Making, purchasing and selling rubber boots and shoes and all goods of which rubber is a component part, and the various mate- rials entering into the manufacture of any and all such goods, and also the acquiring and disposing of the right to make and use such goods and materials, and the doing and transacting all acts, business and things incident to or relating to or convenient in carrying out its business as aforesaid, which are authorized by law. Sanitarium. To establish and maintain an institution or institutions for the treatment and care of the sick, and to establish and maintain a school or schools for the training of nurses for the care of the sick. Bustyess Corporations; Opsrect Cxauses. 981 Forms — 8. Saw Mills. To carry on business as timber merchants, sawmill proprietors, and timber growers, and to buy, sell, grow, prepare for market, manipulate, import, export, and deal in timber and wood of all kinds, and to manufacture and deal in articles of all kinds in the manufacture of which timber or wood is used, and to carry on busi- ness as shipowners, and, so far as may be deemed expedient, the business of general merchants, and to buy, clear, plant, and work timber estates, and to carry on any other businesses which may seem to the company capable of being conveniently carried on in connection with any of the above, or calculated directly or indi- rectly to render profitable or enhance the value of the company’s property or rights for the time being. Securities. To loan money secured by mortgages on personal property or real estate; also to buy, sell and deal in bonds, notes, loans secured by mortgages or other liens on personal or real estate, also to pur- chase, hold, improve, sell or exchange real estate, also to pur- chase, sell and deal in notes, bonds, stocks, securities or investments of any kind, with full power to borrow such moneys as it may re- quire for the purpose of its business. Soap. To carry on the business of manufacturers of soap, candles, per- fumes and toilet articles; to buy, sell, manufacture, refine, pre- pare and deal in all kinds of oils and oleaginous and saponaceous substances, and all kinds of unguents and ingredients; to manu- facture all kinds of boxes and cases either wholly or partly of card, wood, metal or otherwise. Slaughtering Cattle. To carry on the business of slaughtering cattle, calves, pigs, sheep, lambs and other animals for food purposes, and dealing _ inand contracting for the purchase and sale of all kinds of prod- é | | ucts, hides, oil, fat, offal, horn, glue, fertilizers and other by-prod- ucts arising out of the slaughtering of animals for food purposes r In connection therewith, and to manufacture, buy, sell, ex- change and deal in the above specified products and in all mate- Nals used in the manufacture of food products, fertilizers, or in any of the matters aforesaid. 982 Bustness CorporaTiIons; Ossect CLAUsEs. Forms — 8. To carry on as principals, agents, commission merchants or consignees, the business of buying and selling all kinds of live stock, and the business of manufacturing oils, fats, tallows, fer- tilizers, glue, bone business, and dealing in hides, fats, offal, horn and any of the materials used in the manufacture of the products therefrom, and to carry on as such principals, agents, commission merchants or consignees any other business which may be con- veniently conducted in conjunction with any of the matters afore- said. Slate and Tile. To buy and sell slate, tile, marble, and all kinds of building materials, and to manufacture and sell marble, tile and slate fix- tures and articles, and to furnish buildings and structures with the same, and likewise to erect, improve and alter buildings. Stationers, etc. To carry on the businesses of stationers, printers, lithogra- phers, stereotypers, electrotypers, photographic printers, photo lithographers, engravers, die sinkers, bookbinders, account book manufacturers, dealers in parchment, dealers in stamps, advertis- ing agents, designers, draughtsmen, ink manufacturers, booksell- ers, publishers, paper manufacturers, and dealers in the materials used in the manufacture of paper, and dealers in or manufacturers of any other articles or things of a character similar or analogous to the foregoing, or any of them, or connected therewith. Steam. The objects for which the corporation is formed are the manu- facturing, producing, vending, and supplying of hot water, or steam, hot air or other aeriform fluids for motive power, heating, cooking or other useful applications in the streets, public places, public and private buildings in the city of i » and manufacturing and laying of mains and pipes as conductors for conveying such hot water, hot air or steam or fluids from the streets, avenues, lanes, alleys, squares and highways of said city, for the purpose of supplying the same to the city and its inhab- itants. Storage Batteries. To manufacture, buy, sell, lease and rent all kinds of storage batteries, all kinds of electrical machinery and appliances and all kinds of machines and machinery and all kinds of property Business Corporations; Ossect Crausss. 983 Forms — &., T. and any material in any way used or to be used in or about said articles or said business. Sugar. To manufacture, refine, purchase, sell and deal in sugar, mo- lasses and melada, glucose, syrup, starch, feed and such other prod- ucts and by-products as are incidental thereto. To propagate, cultivate and develop the different varieties of the grape, and to manufacture sugar, wines and brandies there- from, and to cultivate sugar cane, sugar beets, cotton, tobacco, indigo, rice, wheat, rye, oats, corn and other products of the earth; to manufacture and prepare the same for market, and to buy, sell, deal in and transport the same. Theatrical, The purposes for which it is to be formed are as follows: To encourage and cultivate a taste for music, literature and the arts, and to erect, maintain, purchase or rent one or more buildings for that purpose; to give or cause to be given in the cities of New York and Boston, and any other cities or towns in the United States and elsewhere, operatic or dramatic representations, con- certs and other entertainments; to acquire, equip and maintain by purchase, lease or otherwise, one or more theatre or opera houses; to acquire all necessary costumes, scenery, properties, mu- sical libraries, and other material for use in connection with the giving of operatic or dramatic entertainments. Theatrical. To purchase, lease, own and manage theatres, opera houses and similar places of amusement; to sell, mortgage, let or other- wise dispose of such theatres, and other places of amusement, and to carry on the business of managers and proprietors of theatres, opera houses and other similar place of amusement; to employ singers, musicians and other persons for the purposes of the busi- ness ;:to acquire, own and dispose of plays, copyrights and dramatic and musical productions and rights of every kind therein for the purposes of the business, and generally to acquire, hold, manage and dispose of property of every kind pertaining to such business, x to do everything necessary and proper to the conduct of such usiness, Theatrical. To carry on the business of theatre proprietors and managers, and in particular to provide for the production, representation 984 Bustness Corporations; Ossect Cxavsss. Forms — T., W. and performance of opera, stage plays, operettas, burlesques, vaude- villes, ballets, pantomimes, spectacular pieces, promenade and other concerts, and other musical and dramatic performances and enter- tainments. Tobacco. To carry on the businesses of manufacturers of and dealers in tobacco, cigars, cigarettes, matchlights, pipes, and any other arti- cles required by or which may be convenient for smokers, and of snuff grinders and merchants and box merchants, and to deal in any other articles and things commonly dealt in by tobacconists. Tobacco. The purposes for which it is formed are to cure leaf tobacco, and to buy, manufacture and sell tobacco in all its forms and to purchase and establish factories and establish agencies and depots for the sale and distribution of tobacco in all its forms, and to transport or cause the same to be transported, as an article of commerce, and to do all things incidental to the business of trad- ing and manufacturing aforesaid. Trucking. To carry on a general trucking, contracting and stevedore busi- ness, and to that end, to manufacture, acquire, deal in, advertise and dispose of trucks, carriages and other vehicles and kindred appliances, and to trade and deal in draft animals and apparatus and other things properly appertaining and belonging to said business. Water. 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 fur- nish and sell water to manufactories, private corporations and individuals for fire protection, manufacturing and domestic use, and collect payment or rentals for the same. (See section 16 of the Business Corporations Law and notes thereunder. ) Wharf and Warehouse. To carry on the business of storage, wharfage, warehousing and forwarding, and the doing of each and every act or acts, thing or things, incidental to or growing out of, or connected with said business, including the owning, leasing, holding, erecting and maintaining of docks, bulkheads, piers, basins and warehouses; the storage of all kinds of goods, wares and merchandise; the Business Corporations; Incorporation OF. 985 Example of Certificate of Incorporation. torage and docking of ships, steam vessels and boats of every ind and description ; the loading and unloading thereof; the issue f storage, dock and warehouse receipts, negotiable and non-nego- iable, covering all kinds of goods, wares and merchandise; the pur- hase and sale of goods, ware and merchandise, ships, steamers, essels and boats of all kinds; the collection and receipt of dockage, rharfage and storage dues and other compensation ; the purchasing, olding, acquiring, selling, leasing, mortgaging and conveying real state and personal property necessary for the convenient conduct- ng of the aforesaid business; the loaning of money on the pledge if goods, wares, merchandise and other property or on the pledge if storage, dock or warehouse receipts therefor; and the advanc- ng of freights, duties, fire and marine insurance and liens of wery kind and nature upon goods, wares and merchandise received m storage or for the purpose of being warehoused or forwarded ipon the pledge of said goods, wares and merchandise or upon he pledge of storage, dock or warehouse receipts therefor. Woolen and Worsted. To carry on the trade or business of manufacturing, producing, idapting, preparing, buying and selling and otherwise dealing in woolen and worsted goods and other fabrics, and to manufacture, oroduce, purchase, adapt, prepare, use, sell or otherwise deal in my materials, articles or things required for, in connection with, or incidental to, the manufacture, use, purchase, sale of, or other lealing in woolen and worsted goods and other fabrics; and gen- ally to carry on any other manufacturing business which can sonveniently be carried on in conjunction with any of the matters vforesaid. EXAMPLES OF CERTIFICATES OF INCORPORATION. * Certificate of Incorporation of The Almada Sugar Refineries Company. Under 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 Cor- Nil general form of certificate of incorporation pursuant to section 2 of the Business -0rporations Law, see form No. 54. 986 Bustness Corporations; IncoRPoRaTION OF, Example of Certificate of Incorporation. porations Law of the State of New York, do hereby make, sign, acknowledge and file this certificate for that purpose, as follows, to-wit: First. The name of the proposed corporation is Tue AtmMapa Sucar REFINERIES Company. Second. The purposes for which it is to be formed: are as follows: To manufacture, refine, purchase, sell and deal in sugar, mo- lasses and melada, glucose, syrup, starch, feed and such other products and by-products as are incidental thereto. To propagate, cultivate and develop the different varieties of the grape, and to manufacture sugar, wines and brandies there- from, and to cultivate sugar cane, sugar beets, cotton, tobacco, indigo, rice, wheat, rye, oats, corn and other products of the earth, to manufacture and prepare the same for market, and to buy, sell, deal in and transport the same. To purchase or otherwise acquire, hold, sell and deal in landed property in the United States of America or in any colony, de- pendency or district thereof, in Mexico, or in any foreign or other country, and to develop the resources and to turn to ac- eount the lands, buildings and rights for the time being of the company in such manner as may be deemed desirable, and in particular by clearing, draining, irrigating, fencing, planting, building, improving, farming, grazing and mining. To conduct and carry on the business of farmers, grazers, meat and fruit preservers, brewers, planters, miners, metallurgists, quarry owners and operators, brickmakers, builders, contractors for the construction of works, both public and private, merchants, importers and exporters, printers, publishers, brokers, shipbuild- ers, shipowners, and the business of using, hiring and operating ships, boats, steam, sail and other vessels in connection with the operations of the company. To acquire water by purchase, development or otherwise; to construct dams, reservoirs, water towers and water ways, laying of water mains, pipes, gates, valves and hydrants; to furnish and sell water to manufactories, private corporations, associations, firms and individuals for fire protection, manufacturing, power, irrigating and domestie purposes, and collect payment of rentals for the same. Business Corporations; Iycorrorarion oF. 987 Example of Certificate of Incorporation. To construct, equip, improve and develop public and private. vorks of all kinds, including railways, railroads, docks, harbors, jiers, wharves, canals, reservoirs, sewage, drainage, sanitary, vater, gas, power supply works, warehouses, and buildings, pub- ic or private, tunnels, bridges, conduits, viaducts and all other vorks of public or private use or utility, and also to build, own, yurebase or otherwise acquire for its own use and operation rail- vays and railroads, but such use and operation to be solely in ‘onnection with and appurtenant to the business of the corpo- ‘ation as herein set forth and not for public purposes. To manufacture, purchase, or otherwise acquire, deal in, hold, ywn, manage, sell, pledge, transfer, or otherwise dispose of, roods, wares, merchandise and property of any and every class ind description, To acquire the good will, rights and property of any person, irm, association or corporation, and to pay for the same in cash, he stock of this company, bonds or otherwise, and to: hold or st iny manner dispose of the whole or any part of the property so yurchased; or to conduct in any lawful manner the whole or any vart of the business so acquired, provided such business is within ihe authorization of the Business Corporations Law, and to ex- reise all the powers necessary or convenient in and about the ‘onducting and management of such business. To purchase or otherwise acquire, hold, own, mortgage, pledge, ell, assign, transfer, and generally to invest, trade and deal in versonal property of every class and description. To buy, sell, deal in, lease, hold or improve real estate, and ‘he fixtures and personal property incidental thereto or connected herewith, and, with that end in view, to acquire, by purchase, ease, hire or otherwise, lands, tenements, or hereditaments, or iny interest therein, and to improve the same, and generally to iold, manage, deal with and improve the property of the com- vany, and to sell, lease, mortgage, pledge or otherwise dispose of he lands, tenements, and hereditaments or other property of the ‘ompany. To apply for, obtain, register, purchase, lease or otherwise to lequire and to hold, use, own, operate and introduce, and to sell, sign or otherwise dispose of, any trademarks, tradenames, atents, inventions, improvements and processes used in connec- ion with or secured under letters-patent of the United States, 988 Business CorroraTions; INCORPORATION OF, Example of Certificate of Incorporation. or elsewhere or otherwise, and to use, exercise, develop, grant licenses in respect of, or otherwise turn to account any such trademarks, patents, licenses, processes and the like, or any such property or rights, provided always that the terms “use” and “ operate” shall not be deemed to include any business except such as is permitted by the Business Corporations Law. - To 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, and, while owner of any such stock, bonds or other obligations, to possess and exercise in respect thereof, all the rights, powers and privileges of individual owners or holders thereof, and to exercise any and all voting power thereon. To make, purchase, or otherwise acquire, deal in, and to carry out any contracts for or in relation to any of the foregoing busi- nesses that may be necessary and lawful under the act pursuant to which this corporation is organized. To make any guarantee respecting dividends, stocks, bonds, contracts or other obligations so far as the same may be permitted by corporations organized under said Business Corporations Law. To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers here- inbefore set forth, either alone or in association with other cor- porations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid business or powers or any part or parts thereof, provided the same be not inconsistent with the laws under which this corporation is organized. Third. The amount of the capital stock is three million five hundred thousand dollars ($3,500,000). Fourth. The number of shares of which the capital stock shall consist is thirty-five thousand (35,000), of the par value of one hundred dollars ($100) each, and the amount of capital with which said corporation will begin business is one thousand dol- lars ($1,000). Fifth. The principal business office of the corporation is to be Jocated in the city of New York, county of New York, State of New York, but the corporation shall have power to conduct its business in all its branches, or any part thereof, in any of the ‘Business Corporations; Incorporation oF. 939 Example of Certificate of Incorporation. States, territories, colonies and dependencies of the United States, in the District of Columbia and in any and all foreign or other countries, to have one or more offices therein, to hold, purchase, mortgage and convey real and personal property without limit as to amount, in any such State, territory, colony, dependency, dis- trict or foreign or other country, but always subject to the laws thereof. Sixth. Its duration is to be perpetual. Seventh. The number of its directors is to be seven, and it is hereby provided, pursuant to law, that directors. are not required: to be stockholders. Eighth. The names and post-office addresses of the directors for the first year are as follows: Names. Post-office addresses. Ninth. The post-office addresses of the subscribers of this cer- tificate and a statement of the number of shares of stock which each agrees to take in the corporation, are as follows: Number Names. Post-office addresses. of shares. In Witness WHEREOF, we have made, signed and acknowledged ‘his certificate in duplicate. Dated, this 8th day of October, 1901. [Here follow signatures of the incorporators and acknowledg- nent. | *Certificate of Incorporation of the National Abrasive Manufacturing Company. Under the Business Corporations Law, § 2. We, the undersigned, all being of full age and citizens of the Jnited States and tresidents of the State of New York, desiring 0 form a stock corporation pursuant to the provisions of the *For general form of certificate of incorporation pursuant to section 2 of the Business. orporations Law, see form No. 54, t Only one incorporator is required to be a resident of the State. (Gen. Corpn. Law, § 4.) £90 Business Corporations; INcORPORATION OF. Example of Certificate of Incorporation. Business Corporations Law of the State of New York, do hereby make, sign, acknowledge and file this certificate for that purpose as follows: One. The name of the proposed corporation is the NationaL ABrasivE Manuracturing Company. Two. The purposes for which it is to be formed are the fol- lowing: 1. To purchase, lease and otherwise acquire mines, mining rights and lands in North Carolina and in any other State or territory and to hold, work, develop, lease and sell the same; and to mine, quarry and take out corundum, garnet, kaolin, copper, iron and all other abrasives, abrasive materials, earths, ores, met- als, and minerals, and to crush, clean, reduce, smelt, refine, treat, dress, prepare for market, market and sell the same, and (as principal, agent, commission merchant or consignee), to manu- facture, sell and deal in all articles and products in the manv- facture or composition of which the same or any of them are factors, and all things necessary or convenient for use in connec- tion therewith. 2. To buy and sell standing timber and timber lands and to buy, cut, haul, drive and sell timber and logs, and to saw and otherwise work the same, and to buy, manufacture and sell lumber, bark, wood, pulp and all products made therefrom or to be used thereby. 3. To establish, own, maintain, sell, lease, and grant licenses with respect to providing parks, game preserves, and fisheries, and to preserve, protect, take and sell game and fish of all kinds. 4, As principal, agent, commission merchant or consignee, to buy, sell and deal in machinery, implements, provisions, liquors, clothing and all materials and things which can be advanta- geously dealt in by the corporation. 5. To buy, lease or otherwise acquire the whole or any part of the business, good will, money and assets of any person, firm, association or corporation (either foreign or domestic), engaged in a business of the same general character as that for which this corporation is organized, and other personal property of every kind and wherever situated. 6. To buy, lease or otherwise acquire, own and hold for invest- Bustness Corporations; INcORPORATION oF. 991 Example of Certificate of Incorporation. ment or otherwise, develop, improve, mortgage, sell and deal in lands and interests in lands of all kinds in the State of North Carolina, and in any other State or territory, and upon its own lands or otherwise to build, own, maintain, use, operate, lease and sell dwellings, hotels, inns, sanitariums and resorts, and ware- houses, shops, stores, distilleries, factories, mills, plants, works, and machinery of all kinds suitable for any mining, manufactur- ing, agricultural or mercantile purposes, so far only as may be necessary or proper for carrying out the purposes for which this corporation is organized; and to grant to other persons, firms or corporations the right or privilege to carry on any kind of busi- ness on the lands or premises of the corporation on such terms as it shall deem expedient or proper. 7. To buy or otherwise acquire any inventions, improvements and processes and any letters-patent, licenses and trademarks of the United States or other countries, and to use, exercise, de- velop, sell and grant licenses in respect to the same. 8. To purchase, subscribe to, acquire, hold and dispose of the stocks, bonds and other evidences of indebtedness of any corpo- ration, domestic or foreign, for whatever purpose organized and in whatever business engaged, and in particular the corporations for and engaged in mining, manufacturing or dealing in abrasive materials and the products thereof, and articles and supplies use- ful and connected therewith, or owning, conducting and operating mines, factories, works or plants, used in the mining, manufac- turing or transportation of such materials, products, articles and supplies; to issue in exchange for such stock, bonds and other evidences of indebtedness its own stock, bonds ‘and other obli- gations, or to pay therefor in cash or otherwise; to hold for in- vestment, own, sell, deal in, guarantee, dispose of and turn to account any such stock, bonds or other securities, and while own- ers or holders thereof to exercise all the rights and powers of ownership, including the right to vote thereon for any purpose; to do any acts or things necessary or proper for the protection or development of any such corporation or for the preservation, improvement or enhancement of the value of any such stocks, bonds or other securities, and any acts or things designed for any such purposes; and to control and manage the affairs and take and carry on all or any part of the business or property, and to guarantee or assume any liability of any such corporation; and 992 Business Corporations; INcoORPORATION oF. Example of Certificate of Incorporation. the corporation is authorized to do any and all of said acts or things. 9. To engage in any other mining, agricultural, manufactur. ing, mercantile or construction business of any kind or character whatsoever, other than the business of a moneyed corporation or a corporation provided for by the Banking, the Insurance, the Railroad and the Transportation Corporation Laws. 10. To conduct any or all of its business and to do any one or more of the acts and things herein set forth as its purposes outside of the State of New York and in the State of North Carolina, and in other States, territories and dependencies of the United States and in foreign countries; and the corporation may conduct its said business and do the said acts and things or any of them in any of said States, territories, dependencies or for- eign countries, and may have one or more offices out of the State of New York, and may hold, purchase, mortgage or convey real or personal property of every kind out of the said State. And the corporation shall have power to make and carry out and contract and to do any act and exercise any power which a copartnership or individual person could lawfully do and exer- cise, so far only as may be necessary or proper for carrying out the purposes for which this corporation is organized; but the corporation shall not do any act or thing forbidden by law to a corporation organized under the Business Corporations Law of said State. Third. The amount of the capital stock is one million five hundred thousand dollars ($1,500,000). The capital stock may be increased from time to time as may be permitted by law. No preferred stock shall be created or issued without the consent of the holders of record of a majority of the capital stock outstanding. Fourth. The number of shares of which the capital stock shall consist is fifteen thousand, and each of said shares shall be of the par value of one hundred dollars ($100). The amount of capital with which said corporation will begin business is one thousand dollars ($1,000). Fifth. The location of its principal business office is in the borough of Manhattan, in the city, county and State of New York. Sixth. Its duration is to be one hundred years. Seventh. The number of its directors is to be eleven. The directors need not be stockholders of the corporation. Business Corporations; INcoRPORATION OF. 993 Example of Certificate of Incorporation. A majority of the stockholders shall be necessary to constitute a quorum for the transaction of business at any meeting of the board, but a less number may adjourn. All directors shall hold office until the election of their suc- cessors, and the directors and members of the executive com- mittee shall not be subject to removal during their respective terms. Vacancies in the board of directors may be filled by the affirm- ative vote of a majority in interest of the outstanding stock of the corporation given at a special meeting of the stockholders. The directors may hold their meetings and have an office and keep the books of the corporation, except the stock book, outside the State of New York. The board of directors, by an affirmative vote of a majority of the whole board, may appoint an executive committee of five stockholders, of whom a majority shall constitute a quorum. Whenever the board of directors is not in session such commit- tee shall have and may exercise any and all powers of the board of directors, including the power to cause the seal of the corpo- ration to be affixed to all papers that may require it. The term of office of each member of said committee shall continue until the expiration of his term as director and until his successor shall be elected. Vacancies in this committee may be filled by the con- current vote of three members of the committee or by like vote of a majority of all of the directors. The directors shall not make any dividends except from the sur- plus profits arising from the business of the corporation. The directors may, in any year, set apart from such surplus profits the amount thereof to be determined by them as working capital or as a reserve or surplus fund to meet liabilities or contingencies, before declaring any dividend on the capital stock. Stock in other corporations or associations held by this cor- poration shall be voted in the name of this corporation by such of its officers as the board of directors shall designate by majority vote of their whole number, or by a proxy thereunto duly author- ized by like vote of said board, except as otherwise ordered by vote of the holders of a majority in interest of the capital stock issued and outstanding. With the written consent, or pursuant to the vote of the hold- 63 994 Business CorporaTions; INCORPORATION OF. Example of Certificate of Incorporation. ers of one-half in interest of the capital stock, issued and out- standing, the directors may lease, sell, assign, transfer,*mort- ‘gage, convey or otherwise dispose of the whole of the property or franchises of the corporation, except as otherwise provided by daw. By-laws adopted by the stockholders shall control the actions ‘of the directors, and subject to such by-laws, if any, the directors may, by a concurrent vote of a majority of their entire number, make, alter, amend or repeal by-laws for the corporation. Eighth. The names and post-office addresses of the directors for the first year are as follows: Names. Post-office addresses. Se i rr i 2 rd Ninth. The names and post-office addresses of the subscribers and the number of shares which each agrees to take in the corpo- ration are as follows: Number Names. Post-office addresses, of shares. Sd rT Tenth. No*mortgage upon the property or franchises of the corporation (other than purchase-money mortgages) shall be made without the consent of the holders of at least a majority in interest of all of the outstanding stock of the corporation, given either in writing or by a vote at a special meeting of the stock- holders called for that purpose upon the same notice as that re- quired for the annual meetings of the corporation. Any stockholder may by an agreement in writing transfer his stock to any person for the purpose of vesting in them the right to vote thereon for a time not exceeding five years, upon terms and conditions set forth in such agreement; and such transferees shall in all things act, during the time limit in such agreement and in such manner and by such part of their number as it shall provide, and shall exercise such discretion in formulating or carry- ing out policies and plans of action as may he granted to them * This clause contravenes the Stock Corporation Law, section 2, which requires the consent of holders of not less than two-thirds of the capital stock, Business Corporations; [Incorporation oF. 995 Example of Certificate of Incorporation. by such agreement, and may elect one or more of their number directors of the corporation. In Witness WHEREOF, we have made, signed, acknowledged and filed this certificate in duplicate. [Here follow signatures of theincorporators and acknowledg- ment. | é * Certificate of Incorporation of the American Diesel Engine Company. Under the Business Corporations Law, § 2. We, the undersigned, all of full age, and citizens of the United States, and | two or more of us residents of the State of New York, desiring to become a corporation, pursuant to the provisions of the Business Corporations Law of the State of New York, hereby certify: First. The name of the proposed corporation is American Dizse, Enaine Company. Second. The purposes for which it is to be formed are: To manufacture, purchase, or otherwise acquire, and to deal in, use, repair, sell and otherwise dispose of “ Diesel” and other en- gines and machinery, motors, cars, trucks, vehicles, machines, tools, implements and utensils, and also to manufacture, purchase or otherwise acquire, and deal in, use, sell and otherwise dispose of, materials and products useful in the manufacture, repair or use, of any of the foregoing. In aid of, or in connection with, the foregoing, in the use, man- agement, improvement, or disposition of its property, and in addi- tion to all other powers conferred by law, the corporation shall have also the following powers: To mine, quarry, extract, dig; cut, prepare for use, buy and sell ores, minerals, metals, wood, coal, stone, peat, marl, clay, oil, gas and raw materials generally, and their products; To purchase, lease, or otherwise acquire, improve, develop, hire and use, and let, sell or otherwise dispose of, real estate, and titles and interest in, or in respect to, real estate, water or water rights ; To construct, purchase, lease, or otherwise acquire, to hold, use, improve, maintain, and to operate, and to let, sell and otherwise *For general form of certificate of incorporation pursuant to section 2 of the Business Corporations Law, see form No. 54. + Only one incorporator is required to be a resident of the State. (Gen. Corp. Law, § 4.) 996 Business Corporations; INcoRPoRATION oF. Example of Certificate of Incorporation. dispose of, factories, mills, works, structures and improvements; and to make, acquire, sell and dispose of, foods, beverages, mate- rials, supplies, goods, wares and merchandise ; To apply for, obtain, register, acquire, give licenses under, and dispose of, rights in respect to manufacture, use, business or trade, including inventions, processes, patents, trademarks and trade- names. The corporation may do any of the things hereinbefore enume- rated for itself, or for account of others; may make and perform contracts for doing any thereof, and may carry on any business or operation deemed advantageous, incidental or accessory to any thereof. The corporation may purchase, acquire, hold, and dispose of, the stocks, bonds and other evidences of indebtedness of any cor- poration, domestic or foreign, and issue in exchange therefor its stock, bonds or other obligations. Third. The amount of the capital stock is two million five hun- dred thousand dollars ($2,500,000). Fourth. The number of shares of which the aforesaid capital stock shall consist is twenty-five thousand shares, of the par value of one hundred dollars ($100) each. Twelve thousand five hun- dred shares thereof shall be preferred stock, and twelve thousand five hundred shares thereof common stock. The preferred stock shall be entitled, in preference to the common stock, to cumulative dividends at the rate of six per cent yearly, payable quarterly, half yearly, or yearly, and dividends shall not be paid on the common stock, except when all dividends to which the preferred stock is entitled, at full rate to date, are paid or set apart for pay- ment, and both classes of stock shall share equally per share in any addition to the profits of any fiscal year of the company in ex- cess of the dividends required to be paid on the preferred stock and six per cent upon the common stock. Such excess dividends shall not be offset against any subsequent deficit in dividends upon the preferred stock thereafter, as all dividends shall be the same as if such excess dividends had not been made. In distribution of assets other than profits, there shall be paid, so far as the same will go, first, upon the preferred stock to the amount of the par thereof and its six per cent cumulative divi- dends that are unpaid, if any, less the amount, if any, paid thereon, in any previous distribution of such assets; next, upon the com- mon stock, to the amount of the par thereof, less the amount, if «+ Bustness Corporations; IncoRPoRATION OF. ‘997 Example of Certificate of Incorporation. any, paid thereon in any previous distribution of such assets, and then upon the two classes of stock, equally per share. The amount of capital with which said corporation will begin business is seven hundred dollars ($700). Fifth. The principal business office of the company shall be in the city of New York, in the county of New York, in the State of New York. Sixth. The duration of the corporation shall be one hundred ears. ? Seventh. The number of its directors shall be seven. Eighth. The names and post-office addresses of the directors for the first year are as follows: Names. Post-office addresses. ee Ninth. The names and post-office addresses of the subscribers to the stock of the corporation and a statement of the number of shares of stock that each agrees to take, all such shares being pre- ferred stock, are as follows: Number Names. Post-office addresses. of shares, Ce Pee eee eee er cee ee ee 6h tl Oe eh ee ett he ee ee he ee ULUlUl le i Tenth. All corporate powers shall be exercised by the board of directors except ae otherwise provided by statute or by this certifi- cate. By-laws may be made by the board of directors except as otherwise provided by law, and may be altered in such manner as may be therein provided. Eleventh. An increase in the number of directors shall be deemed to create vacancies in the board, to be filled in the manner pro- vided by the by-laws. Twelfth. An executive committee may be appointed by or from the board of directors in such manner and subject to such regula- tions as may be provided in the by-laws, which committee shall have and may exercise all the powers of such board during the Intervals between the meetings of said board, subject to such limi- tations as may be provided in the by-laws or by resolutions of the 998 Business Corporations; INcoRPORATION OF. Forms — Nos. 55, 56. board. The board of directors shall determine the compensation of the members of the executive committee and of the board. Thirteenth. Stockholders shall have no right, except as con- ferred by statute or by the by-laws, to inspect any books, papers, or accounts of the corporation. Fourteenth. The transfer books of the company may be closed by order of the board of directors or the executive committee for thirty days, or any shorter time, before any meeting of stock- holders and until the day after the final adjournment of such meeting. In Witness WuHEREOF, we have hereunto set our hands and seals this 2d day of December, 1901. [Here follow signatures of incorporators and acknowledgment. | No. 56. 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 liability corporation, pursuant to the provisions of the Business Corpora- tions Law of the State of New York, do hereby make, sign, ac- knowledge and file this certificate for that purpose, as follows: First. The name of the proposed corporation is to be [insert 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 be fore any dividend is paid upon the common stock. For other forms of preferences, see pages 1098-1105. Business Corporations; REINCcORPORATION. 999 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 |dnsert corporate name], @ corporation heretofore organized, held for the purpose of voting upon a proposition to reincorporate pursuant ta 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 [znsert 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 depusiting 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 1000 Bustness Corporations ; RuIncorPoRation. Forms — No. 67. and directed to execute proper certificates of such reincorporation and file the same, in the ma:ner 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.} In Wirvess 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 . eee seoeeeeeceeey Chairman, cee nsec cece eeecy NECIELAFY, Stars or New York, t es 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. Seco eos seeeeeeey Chairman. soe eeecccce covey MECTELATY. Severally sworn to before me, this day of , 189 . [Signature of Notary.) Business Corporations; Payment ONE-HALF Capitan. 1001 Forms — No. 58. Gratz or New York, ae County of 5 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. [Stgnature of Notary.} “Exurerr A,” REFERRED TO IN THE ForEGoIne CERTIFICATE. Notice to StocKHOLDERS. A meeting of the stockholders of the [¢nsert 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 dees of ten cents per folio are payable at the office of the county clerk. ¢ 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 1002 Business Corporations; PaymMent One-Hatr Caprtat, ———__.., 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, $ having been paid in cash, and $ in property. In Witness Wuereor, we have made, signed and acknowledged this certificate in duplicate, and have hereunto set our hands this day of , 189. [Signatures of majority of directors.] Srate or New Yor, } sae 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] Sratse or New York, ae County of ’ ‘ [Insert names of president (or vice-president) and secretary (or treasurer)}, 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. Business Corporations; Fur. Liapitiry Corporation. 1003 Forms — No. 59. No. 59. supplemental Certificate by a Business Corporation to Become a Full Liability Corporation. See the Business Corporations Laws, § 6. We, the undersigned, the president and treasurer, respectively, of the [insert 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 Witness WHEREOF, we have made, executed and acknowl. edged this certificate in duplicate, and have hereunto set our hands this day of ,189 . aetasavfeatane seis toretsahaes , President. ssesersacaccoecy LPeasurer. Stare or New York, } Bi County of ‘ 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.] Exautsir A. “Resolved, That this board does hereby authorize and consent to the change of the [insert corporate name] to a full liability cor- poration.” Thereby certify and declare the foregoing to be a true and cor- rect copy of a resolution duly adopted by a two-thirds vote of the 1004 Business Currorations; Fuui Liapiurty Corporarion. ——_—__ Forms— No. 59. board of directors of the [insert corporate name] at a meeting of said board, held at , on the day of , 189 Secretary, Exaursit B. We, the undersigned, stockholders of the [tnsert corporate name], do hereby, severally, give our written consent, authorizing and consenting to the change of said corporation to a full liability corporation. In Witness 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, Cc. D., shares, E. F., shares. Strate or New York, ae County of ; On this day of , 189 , before me personally came [insert 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.] Srate or New York, | a County of 5 A. B., being duly sworn, deposes and says, that he is the treasurer {er 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. Bustness Corrorations ; CoNsoLiIpATION oF. 1005. 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 Boxvameghies (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 [insert corporate name] Company, party of the first part, and the [insert corporate name| Company, party of the second part, under the corporate seals of said companies, Wirwessera: That [insert corporate name] Company, said party of the first part, is < corporation organized under the laws of the State of New York, for the purpose of carrying on the business of [state objects for which the corporation was formed]. That [¢nsert 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 for which the corporation was formed]. 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, Taey 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: 1006 Business Corporations ; ConsoLiDATION oF. Forms — No. 61. First. That the name of the corporation hereby formed by said consolidation shall be [insert 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 [¢nsert 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 [¢nsert amount, which must not be larger than the fair aggregate value of the property, franchises and rights of the constituent corporations]. Eighth. That the number of shares into which such capital stock is to be divided is [insert number]. Ninth. That the manner of distributing such capital stock among the holders thereof shall be as follows: [Hxample given: The capital stock of each of the corporations, parties hereto, shall be convertible into the capital stock of said new corporation hereby JSormed, 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 bz 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 is business in any place out of this State, and such new corporation shall propose to carry on any part. of tts business out of this Stut’, Business Corporations; ConsoLiDATION OF. 1007 —_—— Forms— No. 61. the agreement shall so state, with such other particulars as may be deemed necessary. | In Testmmony WueEREOoF, 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. paws ecaintuacadts ‘ Kini Samar asameadn : piaaunes wwamuus . Upreahdcanennas ; Directors of the ............ Company. [oper] AUtGSES 8=»§-_- Sinkeeaiiate ete , President. o(a/s cha iaieerdelaounnens , Secretary. i cr ; ee ee ‘ eRe Rae ‘ Kite eee eee ‘ Maiieews essen ‘ Directors of the ............ Company. ie i Attests «= aewieeaae ewewntews , President. Sayaiee faieee vale eel anata , Secretary. Stare or New York, ; 88. County of s On the day of » in the year , before me personally came , to me known, who, being by me duly sworn, did depose and say that he resided in ; that he is the (president or other officer) of the (name of corporation), the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument was such cor- porate seal; that it was so affixed by order of the board of directors 1008 Business Corporations; ConsoLiDATION oF. Forms — No. 61. _of said corporation, and that he signed his name thereto by like order. (Signature and office of officer taking acknowledgment.) If such corporation have no seal, that fact must be stated in place of the statements required respecting the seal. [Prepare in the same form as abe, proof of execution by the secretary of the other constituent corporation, and annex the same.} State or New York, {ss . County of ; - On this day of , 189 , before me personally came [insert names of the directors of first constituent company), directors of [insert 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 uscs 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 Copy or Proceepines or Mretine. A special meeting of the stockholders of [¢nsert corporate name] Company, for the purpose of submitting to said stockholders the annexed agreement, dated , 18 , for the consolidation of [¢nsert corporate name] Company with [insert corporate name] Coinpany, 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 Business Corporations 3; CoNsoLIDATION OF. 1009 Forms — No. 61. the post-office, postage prepaid, and published for at least two suc- eessive weeks in [énsert name of paper], one of the newspapers of county, in which county said corporation, the [ensert corporate name] Company has its place of business, and also in [insert name of paper], one of the newspapers of county, in which county said corporation, the [insert name of other corpor- ation] Company has its place of business. Pursuant to such notice the stockholders of the [insert corporate name] Company met at in the city [village or town] of , county of , on the day of ; 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 as 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 eorporation, Thereupon said agreement of consolidation was declared duly approved and adopted and the meeting adjourned. 64 1010 Ferry Corporations; INcoRPoRATION OF. Forms — No. 61. In Wirness Wuerzor, I have made, signed and sworn to the foregoing copy of proceedings in duplicate this day of yp Be os ke awdiee ne sway BOOKOMITY. Strate or New Yor«, | County of 5 88, : [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. [Stgnature of Secretary.] Sworn to before me, this day of 4 LB 3 [Signature of Notary.] bss. [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 a folio. 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-twen- tieth 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 capitaliza- tion 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- S Frerry Corporations; Ixcorrora‘ion or. 1011 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 [énsert 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 [dnseré number of shares] of the par value of dollars each. Fifth. The number of directors of such corporation is to be [insert number, which, however, must be fixed 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 WuHEREOF, we, the undersigned, have executed and acknowledged this certificate in duplicate, this day of 5189 . A. B, C. D. E. F. State or New York, i sas County of “ 2 On this day of , 189 , before me personally eame A. B., CO. 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; recording, 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-twentieth 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. 1012. Ferry Corporations; Onr-HatF CapitaL Stock Forms — Nos. 68, 64. No. 63. Affidavit as to Payment of One-half the Capital Stock of a Ferry Company. See the Transportation Corporations Law, article 1, § 3, ante, State or New Yors, amis County of - > 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 (ensert corporate name] Company, and that said A. B., ©. 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, t this day of , 189 [Signature of Notary.] Frxs. —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 je The petition of [énsert 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 4 ferry from [describe the place] to [describe the place] the county of , and is the owner of the land situated on the bank of the river through which that part of the highway adjoin- ing to the proposed ferry runs; and that a fer ry ought to be estab- Ferry Corporations; APPLication For License. 1013 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, [oa By [signature], President. Srare or New York, | 88. ¢ County of i 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. 65. 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 i 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 1014 Ferry Corporations; APppLicaTIon ror License. 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- venience 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, [Corporate By [signature], President. [Add verification by petitioner as in the preceding Form No. 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, LO wer mawwsccwwd’t 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 , in the county of ], at a term thereof to be held at the court-house, in the city [or village] of , on the day of ,18 , at the Ferry Corvorations; Appiication ror License. 1015 Forms — Nos. 67, 68. opening of the court for, at o’cloek m.] on that day, or as soon thereafter as a hearing can be had, for a license to keep a ferry across the river, from the termination of the highway running through your lands to [give particular description of loca tion of the ferry]. Dated this day of yh8 The [insert nacne] Company. By seid eras , President. No. 67. Proof of Service of Notice. ‘See the Highway Law, § 170, ante, Strate or New Yors, | = 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 g 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 (tw Present: Hon. , County Judge. An application having been made by the [insert corporate name] Company, a domestic ferry corporation, for a license to keep a ferry across the [name stream] at [describe the place], and the provisions of the statutes in such case made and provided having 1016 Frrry Corporations; APpLicaTIoN ror License. Forms — Nos. 69, 70. been complied with, it is hereby ordered and determined that this license be granted to said [ensert 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, Strate or New York, \ eae County of ; I, , 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. In Wirvess Wuereor, I have hereunto affixed my name, and my official seal, this day of ,18 . fo Bl a a at an , Clerk. No. 70. Undertaking Upon Application for License to Keep a Ferry. See the Highway Law, § 171, ante, Stare or New York, t ua 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 [o7, 7s 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 Ferry Corporations; Appiication ror Licunsze. 1017 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 [insert corporate name] Company and. as its surety [or sureties, as the case may be], de hereby jointly and severally undertake, in the sum of dollars, to and with the people of the State of New York, that the said [insert corporate name] Company shall attend such ferry with sufti- 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, nga? aad By , President. [z. 8.] [Also signatures of sureties.} State or New York, } aa County of P 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.] State or New York, } see County of ‘ : 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.] 1018 Navication Corporation ; INcoRPORATION oF. Forms — Nos. 71, 72, 7. No. 71. Affidavit of Justification. Strate or New Yor, aes 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. [Signatures of sureties.) Sworn to before me, this } 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 . eeoersessees @eory County Judge. No. 73. 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 usa 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. Navigation Corporations; [NcorPoRATION oF. 1019 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 fixed by statute]. Fifth. The term of its existence is to be [insert number of years not exceeding 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 fiwe 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 which each subscriber of this certificate agrees to take in such corporation is as follows: f Names. Number of Shares Subscribed. Come e eee ener eee nee meee ee eee = eer eee er oe sere eres saresese Seer teem aware tee e ernest ease eee = see eenm errs se esresesereeeecens Peewee mera eee ere r ssa reese eee jg-s8t sen eesenresesersesevenssse In Wirness Wuereor, we have made, signed and acknowledged this certificate in duplicate this day of , 189 [Signature of Incorporators. | *In cage of ocean steamers, the ports between which the vessels are to be navigated must also stated. ; +The aggregate of such subscriptions must i ten per cent of the capital and at least ten per cent of such subscriptions must be paid in cash. 1020 Navigation Corporations; Caprrau Stock. Forms— No. 74. Strate or New es 7 88.3 County of > 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.] State or New Yor«, ake 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. [Stgnatures of at least three directors.] Severally sworn to before = 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 Capita} Stock. See the Transportation Corporations Law, article 2, § 12, ante. We, the undersigned, the president and a majority of the direct tors of [¢énsert corporate name] Company, a navigation corporation, do hereby certify, pursuant to the provisions of article 2 of the Transportation Corporations Law, as follows, to-wit : Navication Corporations; Caprrat Sroox. 1021 _ 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. | [Signatures of majority of directors. | Starz or New York, | sat County cf 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 [¢nsert 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. [Signatures of President and majority of directors. ] Severally sworn to before me, this t day of , 189 [Signature of Notary.] State or New York, -— County of a 7 On this day of , 189 , before me personally appeared A. B., OC. 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, [Stgnature 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. 1022 Srace Coacu Corporations; INCORPORATION OF. 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 [¢nsert narve] Company. Second. Such corporation is to continue for a term of [énsert term] years, Third. The route or routes upon which it is intended to run, as hear as practicable, are [state route]. Fourth. The number of directors is to be [insert number, not less than three nor more than five}. Fifth. The names of such directors for the first year are [insert names}. Sixth. The amount of its capital stock is to be [insert amount] dollars, divided into [insert 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. Ae Biocaecus ERSSL Lemont eee a elacave tis Wena 4 jus eels shares. CAD arerivetesiees. ~itheuinnn decir ate: Sivitetetteress fh Wena’ shares. His cia acne, ialek auc Metiadeaatace, amas shares. AGED sstelecNaseiaae Re Gee keew sitar rates ea, aaa eats shares. Tenis keatnetegeisis Reso MPR eee. Maeda shares. Iy Wirness WueEreor, we have made, signed and acknowledged this certificate in duplicate this day of , 18 [Signatures of incorporators, not less than five in number.) Srace Coaca Corporations; Extension or Rourr. 1023 — Forms — No. 76. Sratz or New York, } ais County of ; On this day of , 189 , before me personally cune [insert 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, “3 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 extension]. In Wirness Wuerreor, we have made, signed and acknowledged this certificate in duplicate, this day of , 189 [Signatures of directors. | Starz or New Yor, \ seuss County of ee On this day of , 189 , before me personally came [insert name], to me severally known to be the persons described in and who made and signed the foregoing certificate, 1024 Tramway Corporations ; INcoRPORATION oF. — 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 [énsert name] Company. Second. The number of years such corporation is to continue is to be [ensert period] years. Third. The places from and to which such tramway is to be con- strueted, 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 [insert number]. Eighth. The number of directors thereof is to be [state number, but not less than three]. Tramway Corporations; INcoRPORATION OF. 1025 Forms — No. 77. Ninth. The names and places of residence of the directors for the first year are as follows: Names. Places of residence. wee ete re sewer aoe reese esos ees =i seetere eres nese reese ereare sees Tenth. The place of residence of each subscriber hereto, and the number of shares he agrees to take in such corporation, are as follows : Number of shares Name. Place of resldence. subscribed. Ticcuresianie a enciee awe. AVR ener eneemtreL wy Gvatersatwieha shares. De. a aralln ako sels waists i “Reta Erte aust oieeons yl. -élelavontalevene shares, Bi sccea ines Sue Tee eeRenen es fo Sievoen Guavena shares. Be cckimaie aera niss Gailey ScuentinezcnuctanNelslersnsere Noucatdihiue le shares. Ds sevresuraba tones kaneis Seat ntete saiaievle ste diacweeelaieatee SnGEE) sen shares, Gy iSewudainweeasinelee. Deen Game eRL WeaW Stiri shares. Wo oe eat@ elke dewe Te sae A MARR Saee ele ebebss shares. Be colette Nahead ee eR SRRlOnreMR Ae iiarWiseKemie — iorameinn araGions shares, Do. ueelaiendaut Se cyt wvtetetendt “Sihaiiyeledeee Gihesiawlaite: «Gcapialsheiasie shares, 10. cc R EKA ERER ES. Gee iwaseeios en camer shares eco vedoeeiiaditaty. abdna saginm ae aee eee, —Skmchoe sis shares, 1s sacavence aioe aewaere ran eect catenin, felbeainenhideiats shares. TS: dtiwaceddeatakkiies Os Fane: weeds shares. Ix Witwess WHEREOF, we have made, signed and acknowledged this certificate in duplicate this day of ,18 « [Signatures of incorporators, at least thirteen in number.] Starz or New York, } fad 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 tome 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. 65 1026 Pipe Line Corporations ; Incorporation oF. 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 for 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 [énsert name of company]. Second. Such corporation is to continue for a term of [tnsert term] years. Third. The places from and to which such pipe line is to be con- structed [or maintained and operated] are the following, viz.s [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. 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. : Prive Line Corporations; [ncurpuration oF. 1027 Forms — No. 78. Name. Places of residence. 1, cvanesewowsea en. ee ee ee : De. aecigr eles eles ete SHRED sie Se mee Ne ee ee ‘i Bic iatiacele Walesa ever Slates: Galeidiaveistetepetaceuatonetiue eeniearateiasevergt Gasens : A, sass ek ee ee SW ialate eae done saa ‘i 5, silert Ebi wielslepediers) (Ghia owemieine wane g was See ie OL dele aad wets eee ee ee Te Hews Ree We Dees Toraewee Fase NECe ree eeaebs wieas 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: Number of shares Name. Place of residence, subscribed. Vis seus eriseeateueaciene® Wapity ARWS sb wale eee ae eeeee.. Shares. De eicalsie sae Celle aie ea 5. Cale Goede alate ie ie oraey ake eiaccha ddtaioahes shares. Oy Ge SOREN eS eke! —GeE Eee ea wcewsamies swawrinene shares. Ay awaseete wad ae cee Se. eRe: iigktaches shares. Dis ahs Gusto aaneiee ew aiesevel wielaeaie wes seeiote @@areeelacy Causidactielteladtne shares. Os eussin Gala selec ee oe KEES. REALE eS shares. Woaignaial a dede aiapaeene aie we, mea hee Mokena, -cddaeiantans shares 8 sales wares Deir’. (davensiwiblonaen eri ietenio xgreledacake tyes shares. D wewueed saws REE GeMbaeebea Gare eae eaee shares. DO yeraeé crescent ieee waste ee eee Siahelelcieilanst. eiminies bik whte wseteeweues shares. In Wirness Wuereor, we have made, signed and acknowledged this certificate in duplicate this day of 189 [Signatures of incorporators. | Stare or New York, sh 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. [Signature of Notury.] 1028 Pier Line Corporations; Fitine Map, ere. Forms — No. 79. Strate or New York, ee 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 [Stgnature 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 Lav-, § 41, ante, To A. B., C. 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- Prez Linz Corporations; Retocatiun or Ling. 1029 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 numbered 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 [énsert 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 an survey of said route, filed by said corporation in the office wi 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 C. 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., Da Attorney for C. D. Office address, ......-++-eee [Attach petition as in form No. 81.] . 1030 Piex Line Corporations; Rexocation oF Line. Forms — No. 81. No. 81. Petition by Owner or Occupant of Land upen an Application for the Appointment of Commissioners to Relocate Fipe Line. See the Transportation Corporation Law, § 41, ante. TOs vwieeecaeaes The petition of C. D. respectfully shows, that the [énsert 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 route, and that his objections to said route are as follows: [ensert 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, tha: 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 agrezable to law. Dated, ,189 . Pipr Line Corporations; Rerocation or Ling. 1031 Forms— No 82. Srarz or New Yor, ene County of ; CO. 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 MatTTER OF THE AppLicaTion oF C.D. ror AN ALTERATION, or THe Preg Ling Route oF THE [énsert 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 [insert 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 [insert 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: 1032 Pree Live Corporations; Reiocation or Ling. Forms — No. 83. motion of G. H., counsel for said petitioner, and after hearing L. M., of. counsel for the [¢nsert name] Company, and P. Q., of counsel for A. B., it is hereby Ordered, That T. R., N. L. and J. R., of jthree disin- terested persons, be and they are hereby appointed as commis. sioners to examine the route located for said pipe line by said [ensert 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 of 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 . [Signatures of commissioners.] * See the Transportation Corporations Law, § 41, ante. Prez Line Corporations; Retocation or Linz. 1033 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 MatreR OF THE APPLICATION oF OC. D. FoR aN ALTERATION oF THE Prre Line Route or Tue [insert 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 [insert 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 OC. 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 theroute of said pipe line be and the same hereby is altered and determined as follows, to wit: [Jnsert 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 sard A. B. as the case may be] to said commissioners and to said C. D., respectively. 1034 Pier Line Corporations; Rezocation or Line. Forms — No. 85. No. 85. Petition of Pipe Line Corporation for Permission to Construct its Line Across, 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 [7nsert 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 shall be © constructed across |along or upon] the pub.ie 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.], as 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, etc. Dated 89 THE [insert corporate name] COMPANY. [Rear By [signature], President. [Add verification as in form No. 1.] : Pirz Line Corporations; Retocation or Lins. 1935 Forms — No. 86. No, 86. ‘otice 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 MatTtTER OF THE \PPLICATION OF THE [insert corporate name] ComPpaNy FOR PERMISSION To CoNsTRUCT' 1s Pree Ling Across, ETC., THE [name the highway or bridge.] lo 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 aid court on that day, or as soon thereafter as counsel can be heard, in application will be made, pursuant to law, for an order per- nitting the [insert corporate name] Company to construct its pipe line across [along or upon] the public highway known as the ‘describing it], and located in the town of , ete., [or across w 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, 5 ER s Yours, etc., Attorney for the........+.0+++-Company. Office address. ....cccccccrccscccsscsccone 1036 Pieg Line Corporations; Retocation or Linz. eee Forms — No. 87. No. 87. Order of Court Permitting a Pipe Line to be Constructed Across, Along or 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 Its Prpz LINE ACRO8s, 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- tzon], together with notice of motion and proof of due service thereof upon and , and after hearing 5 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 it), 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 construction). Rerort sy Piez Linz Company. 1037 Forms — No, 88. No. 88. Monthly Statement by Pipe Line Corporation. See the Transportation Corporations Law, § 52, anie. The [¢nseré corporate name] Company hereby makes 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 [znsert amount.] The amount of all commodities delivered by said corporation during said month was [¢nseré amount] The stock on hand of said corporation on the last day of said month was [insert same], of which stock [insert amount] is repre- sented by outstanding certificates, vouchers, receipts or orders, and [insert amount] in credit balances on the books of said corporation. Dated , 189 THE [insert corporate name] COMPANY. By [ségnature], President. [signature], Secretary. Stare or New York, as County of ? and , being severally duly sworn, each for himself, deposes and says: That the said is the president of the [insert 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 | day of , LED. [Signature of Notary. 1038 Gas anp Exsectric Light Corporations. 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 [insert 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, 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 follows, to wit: Second. Its objects are to be: Manufacturing and using elec- tricity for producing light, heat or power, and in lighting streets, avenues, public parks and places, and public and private build- ings of cities, villages and towns within this State, as follows, to wit: (name places)]. Third. The amount of its capital stock is to be [énsert amount] dollars. Fourth. The term of its existence is to be [insert the number of years, not exceeding fifty). Fifth. The number of shares of which the stock shall consist is to be [énsert number of shares]. Sixth. The number of directors is to be [énsert 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. ‘W ATER-WORKS CORPORATIONS. 1039 Forms — No. 90 Names. Places of residence. Eighth, The name of the town and county in which the opera- jons of the corporation are to be carried on is [insert name of town und county). In Wirness WuHEREOF, we have made, signed and acknowledged his certificate in duplicate, this day of , 189 [Signatures of incorporators, at least three in number.] Starz or New Yor, } ne County of ; On this day of , 189 , before me personally came [insert 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 tome that they had made, signed and executed the same for the uses and purposes therein set forth. [Signature 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 Transportation Corporations Law, article 7, § 80, ante. We, the undersigned, all bemg 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 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 [¢nsert corporate name] Company. Second, The amount of its capital stock is to be [?nsert amount} dollars. 1040 WaAtTER-WORKS CoRPORATIONS. Forms — No. 90. Third. The number of shares into which such capital stock is to be divided is [¢nseré number of shares]. Fourth. The location of the principal business office of such cor- poration is to be [¢nsert the name of the city, village or town, and the county]. Fifth. The number of its directors is to be [énsert 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, Dey cetenie os CeO ee eee J ORaieie Wea iebawie wigleeeee nano De Ses wale War he sweeney ao “ei terscegemeeh sive Sia 6 18: Reon ante Dig je lb oie Stee wis SA wie Weisel e's aia) Cae Sie Me eS OE Se iendecel py ; Bi. ss ute: Zaloeesraaaas ee ee oe oi sR Ate weer We iS eieissinaste Ds) Weibiae ola eset a/eeoe ewes SEED JhLSrc ce SreenSida asyellals ea teunees si eis aseStots ad cvauelalurhiargio tal Siete. tie Sis Seisl. «fa Uisle Stes otis eG uentes ‘ Ud sees Wee s aahan aowaenie a Sa! “@ibiehee asle Maleate wineleeie Seventh. The names of the city [town or village, or cities, towns and villages, as the case may be], which it is proposed to supply with water are [dnsert 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 take 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, Ay Be sicay ewNed WeMa einai eae aletete ae Siews .. shares. Os Doss waicte edo Gel Sea dees sehen daes eeeeess- Shares. Ba eae eees rates eis ~“everersi cntersts Ayneer Gin esas ache cctay™ “daca .. shares, Go Hes wawsca eine >. Melaeaeals gris attra ecevere ere aie eevee eee Shares, Me Ieee sees BARN —Keolhaseie sd aoa Said eee weve eee Shares. Ke linsie orale as Sea Ace Maas shares, IMisIN Sp lecttu reas isite-nktaSat doe eee cloning . +... Bhares, WateR-worKs CorRPoRATIONS. 1041 Forms — No. 90. In Witness WueEreor, we have executed and acknowledged this certificate in duplicate. Dated, this day of + 189 [Stgnatures of incorporators, at least seven in number.] Srarz or New York, a County of On this day of , 189, before me personally came {insert names], to me severally known to be the persons described inand 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:] Srare or New York, t eas 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 t day of 5 189, [Signature of Notary.] Permir Rererrep To in THE Forecorne Certiricate or Incor- PORATION. We, the undersigned, being a majority of the board of trustees of the incorporated village of , in the county of lor, 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 j on, being the board of water commissioners of the city of , in the county of ], having received from [insert names of the persons 66 1042 WateER-works CoRPORATIONS. Forms— No. 90. Sorming 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 Wuereor, we have signed and acknowledged this permit in duplicate this day of , 189 eee eee we ewe ee ene [Or, A. B., Supervisor. C. D., Justice of the Peace. E. F., Town Clerk. G, H., I. J., Commissioners of Highways. Or, > Bis om F, Water Commissioners of said city.) ° . HO Strate or New Yorx, t Ras 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. [Signature of Notary} For information as to the fees and organization tax to be paid upon filing and tecordsng the certificates of incorporation, see the notes under form No. 62. TELEGRAPH AND TELEPHONE CoRPORATIONS. 1043 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 [insert term] years. Sixth. The number of its directors is to be [¢nsert 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. Po i i a i i ei a i ce ee Beem t ane crete ree reer cesar ee aw ee ee ooo se ees e esse eo eeesee ed 1044 TELEGRAPH AND TELEPHONE CORPORATIONS. Forms — No. 92. Eighth. The post-office address of the subscribers and the number of shares which eazh agrees to take in such corporation are ag follows: Number of shares Name. Post-office address, subscribed, “Dg sayacetgaaiere av Se aSe aces Calais. ace anaencann Sanaa aie dislabeeeee oS eieace shares, De sis Gisss Glace Wieleiaisieiale “Wépdiareiciapa’™ Kewwiewiere — ariviallaee ease shares, Bo teh taa meses Pees wee es seis labs winless Ar oasslic shares, A, erate NN Lie elbece” A35 la laa cy aaa ali cits Sat od ae Roos as ae BHATCR: Dar seinveieveleiaat idle eee Ieiae ale Biateye uele iene al. Gerad earecouneiiens shares Ge es Pies Sena Gee. SW SSiee iow DGea!. (ulasiietnears .... shares, Ci Ra aces. Salle Peete ane +e twiee. crnieea See oous shares. In Wirness Wuereor, 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, t acs County of : On this day of , 189 , before me personally caine [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 the 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 Transport=‘ion Corporations Law, article 8, § 101, ante. We, the undersigned, being at least two-thirds of the directors of [ensert name] Company, do hereby certify that the written consent of the persons owning at least two-thirds of the capital stock thereof having been procured, as appears by the affidavit of three of the directors annexed hereto, marked “ Exhibit A,” and which TELEGRAPH AND TELEPHONE CoRPORATIONS. 1045 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 eatreme points connected thereby. | Iv Wirvess WuEreor, we have executed and acknowledged this amended certificate in duplicate, and have hereunto set our hands, this day of 189. [Signatures of at least two- thirds of the directors. | State or New Yor«, County of 5 \ = 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 forth. [Signature of Notary. | “Exarsit A,” REFERRED TO IN THE ForEcoine CERTIFICATE. Strate or New York > 3 . County of : d [Insert 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 1046 Brwwce anp Turnpike Corporations. Forms — No. 93, been obtained for the carrying out of the objects set forth in the annexed amended certificate. [Signatures of three directors.] Severally sworn to before me, } this day of 189. [Stgnature 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. 93. 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 usa 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 [insert 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 [¢nsert number}. Sixth. The names and post-office address of the directors for the first year are as follows, viz.: Names. Post-office address, Briner anp Turnpike Corporations. 1047 — Forms— No. 93. —— Seventh. The location and plan of such bridge are as follows, viz: [insert location and plan}. Eighth. The post-office address of each subscriber, and the num- ber of shares of stock which he agrees to take in such corporation, are as follows: Number of shares Names, Post-office address. subscribed. suevdieueiatehe, ci iatcheumrasited ditt keane eseeeee Bares. sy eattaguiie abi Sie kaee “Ghiuicwdhwarwetenaaa awitetarmuslanesy apige wrxaansse eelnater eevee aaiee ors dieiora ga aiada aise puede “Aare awew BUBEESs Ais OnE SMCS RSE Ruin RAGA ete rceslobioadeo ata +o... Shares iaileid eG Sa ASRAEN LEM SIE GneE Sele eck erecee suet wigua bene ace shares In Witness WueERxEor, we have signed and acknowledged this certificate in duplicate. Dated, this day of , 189 [Signatures of incorporators, at least five in number. ] State or New Yorx, } ee County of ’ oF On this day of , 189 , before me personally came [insert names of subscribers to certificate], to me known to be the persons described in and who made and signed the fore- going 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 York, Iss : County of “ ’ [Here insert the names of at least three directors}, being severally duly sworn, each for himself, deposes and says, that he is a director named in the foregoing certificate of incorporation ; that the aggre- gate of the subscriptions to the capital stock is not less than one- fourth of the amount of the capital stock fixed and stated in such 1048 Brice anD TURNPIKE CoRPORATIONS. Forms— No. 94. certificate, and that five per cent of such subscriptions has been actually paid in cash. [Signatures of at least three directors.] Severally sworn to before me this | day of ,189 . [Signature of Notary.] For information as to fees and organization tax to be paid upon filing and recording the certificates of incorporation, see notes under Form No. 62. No. 94. Certificate of Incorporation of a Turnpike (or Plank-road) Company. See ihe 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 usa resi- dent of the State of New York, desiring to become a corporation for the purpose of constructing, maintaining and owning a turnpike [or plank-road, as the case may be}, pursuant to the provisions of the Transportation Corporations Law, article 9, section 120, do hereby certify : First. The name of the corporation is to be [insert the corporate name] Company. Second. Its duration is to be [insert here a definite period of years, not exceeding fifty. ] Third. The amount and number of shares of its capital stock is. to be [¢nsert amount] dollars, consisting of [insert number] shares. Fourth. The number of its directors is to be [¢énsert number]. Fifth. The names and post-office address of the directors for the first year are as follows, viz. : Name. | Post-office address. Cem mw eee een earner cesar ere eee e coer eerr reser eres esse eset eos Pew es eee were eee ee een er voevece Pere meee ee ee renee ree eransrsr ones we ees eee were meee wn ere ees e none Fe ee eee eee e em wees err e sence ene ee ceee reser ares eves esses eens esre Sixth. The termini of the proposed road are [state terminal points). Seventh. its .ength is to be [state length]. Brings anp Turnpike Corporations. 1049: Forms — No, 94. Eighth. The name of each town, city or village into or through which such road is to pass is as follows [insert names of places]. Ninth. The post-office address of each subscriber, and the number of shares of stock which he agrees to take in such corporation are as follows : Number of shares Names. Post-office address, subscribed. oars shares. epee ee shares. ens deen shares. Pe ee waver eee eee eee ee tee e cere tees err e reese eene In Witness WHEREOF, we have made, signed and acknowledged this certificate in duplicate, this day of 189 . [Signatures of incorporators, not , less than fiwe im number. ] Stare or New Yor, | aie: County of : Onthis day of , 189 , before me personally came [insert names of subscribers to certificate] to me severally known to be the persons described in and who made and signed the fore- going 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.] Starz or New York, { 4 County of ; [Here insert the names of at least three directors] being severally duly sworn, each for himself, deposes and says, that he is a director named in the foregoing certificate of incorporation; that the aggre- gate of the subscriptions to the capital stock is at least five hundred dollars for every mile of road to be constructed, and that five per eent of such subscriptions has been actually paid in cash. [Signatures of at least three directors.] Severally sworn to before me, this day of 189. ) [Stgnature of Notary.] For information as to fees and organization tax to be paid upon filing and recording the certificates of incorporation, see notes under Form No, 62. 1050 BripGe AND TURNPIKE CORPORATIONS. Forms— No, 95. No. 95. Certificate of Extension of Corporate Existence of a Turnpike, Plank. road or Bridge Corporation. See the Transportation Corporations Law, § 151, ante. CERTIFICATE oF Extension oF CorporATE EXISTENCE OF THE shdetshasy at aces Company. We, the undersigned, being stockholders of the [¢nsert corporate name] Company, a turnpike [plank-road or bridge] corporation, duly organized and existing under and by virtue of the laws of the State of New York, to-wit: Chapter 210 of the Laws of 1847 [or the Transportation Corporations Law, article 9, as the case may 6c], each owning the number of shares of the capital stock of said corporation set opposite our respective signatures hereto, and together owning at least two-thirds of the capital stock of said cor- poration, to-wit: [insert number] shares of the total of [insert number] shares, into which such capital stock is divided, do hereby, pursuant to the General Corporation Law, and also pursuant to the Transportation Corporations Law, section 151, consent that the corporate existence of said corporation be, and the same hereby is, extended for the term of [insert term of extension] years from the expiration of the time fixed in the certificate of incorporation of said corporation [or from the expiration of the time fixed in a cer- tificate of extension of corporate existence, filed in the office of the Secretary of State on the day of ,18 , and being for the term of years from the expiration of the period originally fixed in its certificate of incorporation for the duration of its corporate existence]. In Wirness WuEREor, we have hereunto signed our names and written opposite our respective signatures the number of shares of stock owned by each of us in said corporation. Dated , 18 Signatures, Number of shares. Brip@e AnD TURNPIKE CoRPORATIONS. 1051 Forms — No. 96. Srars or New York, { ie County of On this day of ,18 , before me personally came [insert names], to me known to be the persons described in and who signed the foregoing certificate and severally duly acknowledged to me that they signed and executed the same for the uses and purposes therein set forth. [Signature of Notary.] Resotution oF Boarp or SuPERVISORS. Resolved, That this board, pursuant to the Transporation Cor- porations Law, particularly section 151, hereby gives its consent to an extension of the corporate existence of the [insert corporate name] Company for the period of years from the expira- tion of the time specified in the certificate of incorporation of said corporation [or for the period of years from the expiration of the time specified in the certificate of extension of rts existence, filed in the office of the Secretary of State on the day of 18 OrFice oF THE CLERK oF THE BoaRD } oe \ ay oF SUPERVISORS OF County. I, [insert name], clerk of the board of supervisors of the county of , do hereby certify that the foregoing resolution was duly adopted ,by the board of supervisors of county at a meeting of said board, held at their rooms, in i in said county, on the day of ,18 ,a majority of said board being present. In Witness Wuzreor, I have hereunto set my hand and affixed the seal of office of the said board of supervisors this day of 18. [Seal.] [Signature], Clerk of the Board of Supervisors of County. Veririmp SrateMENT To BE APPENDED To THE ForEGoINe CERTIFICATE. We, the undersigned, the president and treasurer of the [insert corporate name| Company, a plank-road corporation [or as the case 1052 BripGeE AND TURNPIKE CORPORATIONS. Forms — No. 95. may be}, make the following statement for the purpose of extending the corporate existence of said corporation, to wit: That the actual capital expended upon the construction of the road of said corporation amounts to the sum of dollars, exclusive cf repairs. That the name of each town or ward through or into which the road passes is [insert same]. That said road extends from the village [or city] of yin the town of , passing through the towns [or wards of the city of ] of , in the county of , and into the town [or ward, etc.,] of , in the county of , in which last-mentioned town [ov ward] said road terminates. That no part of such road has been abandoned [or as the case may be], and that the whole route mentioned in its articles of asso- ciation [or certificate of incorporation] has been operated and main- tained by said corporation. In Wityess Wuerror we have subscribed our respective names hereto this day of 18. [Signature] President. [Signature] Treasurer. Srate or New York, ek County of [Znsert name], being duly sworn, deposes and says, that he is the president of the [¢nsert corporate name] Company, mentioned and described in the foregoing statement subscribed by him; that he signed such statement as president of said company, and that the same is in all respects true; that stockholders owning at least two- thirds of the capital stock of said corporation have duly signed and acknowledged a consent that the corporate existence of said cor- poration be extended for the period of years; that such consent and a copy of the resolution of the board of supervisors of county, giving its consent to such extension, duly certified by the clerk of such board, are annexed to this instrument. [Segnature] President. Sworn to before me this ! day of , 189 [Stgnature of Notary } [Attach a like affidavit of the Treasurer.) Steam Rartroaps; Incorporation or. 1053 Forms — No. 96. No. 96. Certificate of Incorporation of a Steam Railroad Company. _. See the Railroad Law, article 1, § 20, ante. We, the undersigned, all being persons of full age, and at least ‘two-thirds being citizens of the United States and oneof usa resident of the State of New York, desiring to become a corpora. tion under and by virtue of the provisions of the Railroad Law, for the purpose of building, maintaining and operating a railroad [or of maintaining and operating a railroad already built, not owned by a railroad corporation, or for both purposes], do hereby certify as follows : First. The name of the corporation shall be [insert name of company |. Second. The number of years it is to continue shall be [énsert number of years). Third. The kind of road to be built and operated [or operated] shall be [state character of road to be built. Examples given: a railroad of standard gauge, to be operated by locomotive steam power ; or @ steam railroad of narrow gauge, to wit: feet and inches]. Fourth. Such railroad is to be built, maintained and operated [or maintained and operated, if already built] from the city [or village] of to the city [or village] of , which places will be its termini, and its length will be miles. Fifth. The county [or counties] in which any part of it is to be located is [or are]: Sixth. The amount of the capital stock shall be [insert amount of caprtal stock] dollars. Seventh. The number of shares into which the capital stock is to be divided shall be [¢nsert number] shares. Eighth. (Jf the capital stock is to consist of common and pre- ferred stock, the amount of each class and the rights and privileges of the latter over the former should be inserted here.) Ninth. The names and post-office addresses of the directors of the corporation who shall manage its affairs for the first year are as follows, namely [not less than nine]: 1054 Steam Raitroaps; INcoRPoRATION OF. Forms — No. 96. Name. Post-office address. 6 SOT 2 Oe I Go! bo rt 4 qy Tenth. The place where its principal office is to be located is the city [or village] of » county of » State of New York. Eleventh. [Jf ct 7s to be a ratlway corporation, specified in article 5 of the Railroad Law, the statements required by section 126 of that article should be inserted here. | Twelfth. The name and post-office address of each subscriber to this certificate, and the number of shares of stock he agrees to take in such corporation are as follows: No. of shares Name. Post-office address. subscribed. TEAC Beets REY ated ate iccec ee satan «a... shares Dh Oe TD cere Ava catat letal ata'sc wasee av ila ieeiela wysteinn cational Tie «es. shares i, Lue: “SHY octets aoa SS Pah a clata as ade: Sha henge aoe wvave onale .... shares As Ge Ets nets eiete 2, chat trey WC aeenadenle Rete ae han etd oes . +. shares Dale -Deegiee- wees. Rulewsbveinasee vantewit non waee ... shares O;, ATI Seer snivge , eralae Celery sale ook chereral aire dae eae .... shares “We Mi Nis dsuwaee, Aiielceisoeas See towesenveeun oe .... Shares Bt PO) ee is Learnt. “Gateeaus te alae ar slaonio ei gious aeons .... shares 9. UR. Sica. wdeae ial Sass sae averse ele tosses otenars .... shares LOU Witimisaktun: be wetiravaut sees vee es .... shares Tbs, Ven Wrsdieleigds otigeevenetaneouauear acide eeatoein nk oe .... Shares DDis Min Y eccustaicoettve™ - aye eile egg esta eleusierola csi peewee . se. Shares 13; Ms Bewsw-audsy. -usieardeudeielacee mene w nae teres .... shares TARO Fire ete, CAG cad eka clue Red .... shares LOIN Obese at. eae a eae ee etna eof Sak ...» Shares Steam Raitroaps; Incorroration or. 1055 Forms — No. $6. In Wirness Wuereor, we have executed and acknowledged this certificate in duplicate, and have subscribed our respective names hereto. Dated, the day of , 189 . [Signatures of incorporators, not less than fifteen in number. ] Srate or New York, wick County of On this day of , 189 , before me personally came [insert the names of the subscribers to the certificate], to me known to be the persons described in and who executed the foregoing cer- tificate, and severally duly acknowledged to me that they executed the same for the purposes therein mentioned. [Signature of Notary.] State or New York, { aig County of A, B, C, D, and E, F, being severally duly sworn, each for himself, deposes and says, that he is a director named in the fore- going certificate of incorporation ; that at least $1,000 of capital stock for every mile of road [duwilt, in case of a road already built} proposed to be built has been subscribed thereto, and paid in good faith, and in cash, to the directors named in the certificate, and that it is intended in good faith to build, maintain and operate the road mentioned therein. [Signatures of the three directors by whom the affidavit 1s made.] Severally sworn to before me, this day of , 189 . [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, twenty-five 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-twentieth of one per cent upon the amount of the capital stock must be paid to the State Treasurer. See the statutes regulating ‘Such payments, decisions and further information relative thereto, ante. 1056 Street Raitroaps; Incorporation oF. Forms — No. 97. No. 97. Certificate of Incorporation of a Street Surface Railroad Company. See the Railroad Law, § 2, 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 resident of the State of New York, desiring to become a corpora- tion, under and by virtue of the provisions of the Railroad Law, for the purpose of building, maintaining and operating a railroad, do hereby certify as follows: First. [Same as “ First” in form No. 96.] Second. [Same as “Second” in form No. 96.] Third. The kind of road to be built and operated [or operated] shall be a street surface railroad to be operated by horse power [cable or electricity]. Fourth. Such railroad is to be built, maintained and operated [or maintained and operated, if already built] from in the city [or village] of , to in the city [or village] of , which places will be its termini, and its length will be miles. Fifth, Sixth, Seventh, Eighth, Ninth and Tenth. [Proceed as tn corresponding clauses of form No. 96.) Eleventh. The names and description of the streets, avenues and highways in which such railroad is to be constructed, are as follows: [Znsert route. ] Twelfth. [Same as “Twelfth” in form Wo. 96.] In Wirness Wuereor, we have executed and acknowledged thie certificate in duplicate, and have subscribed our respective names hereto. Dated, the day of , 189 [Signatures of incorporators, not less than fifteen in number.] [Add here the acknowledgment as in form No. 96.] [Add also the affidavit of three directors as m form No. 96.] For information relative to payments to be made upon filing and recording the certificates of incorporation, see the notes to Form No. 96. Rartroaps; SUPPLEMENTAL CERTIFICATE. 1057 Forms — No. 98. No. 98. Supplemental Certificate Containing Names and Places of Residence of Directors, Omitted from Certificate of Incorporation of a Railroad Company. See the Railroad Law, § 8, ante. We, the undersigned, the subscribers to the certificate of incor- poration of the [¢nsert corporate name] Company, do hereby make and file this supplemental certificate, pursuant to the provisions of section three of the Railroad Law of the State of New York, and for that purpose do hereby certify as follows: That the names and places of residence of the directors of the [insert corporate name] Company were omitted from the certificate of incorporation of said corporation when the same was executed and acknowledged. That thereafter the requisite number of directors were chosen at a meeting of the subscribers to said certificate, held at , on the day of , 189 That at said meeting the persons whose names and places of resi- dences are as follows were chosen as directors of said corporation, namely : Names. Places of residence. [Insert names and places of residence. ] In Witness Wuzreor, we have executed and acknowledged this certificate in duplicate. Dated, the day of , 189 [Signatures of subscribers.) [Add here the acknowledgment as in form No. 96.] For information as to fees payable upon filing and recording the certificates, see notes to Form No, 74. 67 1058 Rattroaps; Location or Rovre. Forms — Nos. 99, 100. No. 99. Notice to Occupant of Lands of Filing Map and Profile of Route. See the Railroad Law, § 6, ante. To [name of occupant]: Take notice that a map and profile of the route adopted in the county of by the Railroad Company, duly certified by the president and engineer [or @ majority of the directors] of said company, as provided by law, were filed in the office of the clerk of said county of , on the day of ‘ 189 , at o’clock in the noon, and that such route designated thereby passes over the lands occupied by you. Dated, , 189 Yours, etc., THE [insert corporate name] RAILROAD COMPANY, By [Signature], Secretary. No. 100. Certificate to Map and Profile of Route to be Filed with County Clerks by Railroad Corporations. See the Railroad Law, § 6, ante, We, the undersigned, the president and engincer [or a majority of the directors} of the [insert corporate name] Company, do hereby certify that the foregoing [or annewed] is a correct map and profile of the route adopted in the county of by the said Company, filed pursuant to the provisions of section six of the Railroad Law of the State of New York. Dated, , 189 ‘Witness : oe ere Ga eats , President. ie vialdie.s wet aternte , Engineer. Coes eee n sees 9 Majority of Directors. Raritroaps; Looation or Routs. 1059 Forms— No. 101. No. 101. Petition by Owner or Occupant of Land for Change of Location of Route of a Railroad. See the Railroad Law, § 6, ante. SUPREME COURT, ......... . COUNTY. In rar Matter OF THE APPLICATION OF FoR APPOINTMENT or CoMMISSIONERS To Examine Routes or| THE [insert corporate name] RarLRoap CoMPANY. To the Hon. E. L. F., a Justice of the Supreme Court in the anh Vinten maa Judicial District. The petition of [insert name] respectfully shows, that he is the occupant [or owner, or both, as the case may be), of certain pieces or lots of land situate in the town of , county of 5 and State of New York. That on or about the day of , 189 , the [¢nsert corporate name] Company served upon your petitioner a written notice of the time and place of the filing of a map and profile designating the route of its road, and stating that such route passes over the lands of your petitioner, which lands are described as follows: [Jnsert description.) That such lands have not been purchased by or given to said railroad company. Your petitioner further shows that he is aggrieved by the pro- posed location of said route, and that the petitioner’s objections to such route and location are as follows: [Jnsert same. ] And your petitioner further shows, that the alteration of route proposed by him is as laid down upon the survey, map and profile annexed hereto, which said survey, map and profile show the route designated by said railroad company and the proposed alteration thereof, Wherefore, your petitioner prays that your honor will appoint three disinterested persons, one of whom shall be a practical civil engineer, commissioners to examine the route proposed by said rail- 1060 Raitroaps; Location or Route. Forms — No. 102. road company, and the route to which it is proposed to alter the same, and to adopt the proposed alteration, if found consistent with the just rights of all the parties and the public, including the owners or occupants of lands upon the proposed alteration, and that your honor will grant such other or further relief as may be proper and agreeable to law. Dated, ,189 . [Signature of petitioner.] [Add verification by petitioner, as in form No. 64.] [Annex map, survey and profile of routes. | No. 102. Notice of Application for Appointment of Commissioners to Examine Route of Railroad Corporation. See the Railroad Law, § 6, anie. SUPREME COURT, .......... COUNTY. In THE MATTER OF THE : APPLICATION oF FoR APPOINT- MENT OF COMMISSIONERS TO EXAMINE RovuTe oF THE RariroaD CoMPANY. To the [insert name] Railroad Company, and [insert names of owners or occupants of lands to be affected by the proposed alteration]. Take notice, that upon the petition, survey, map and profile, copies of which are hereto annexed, an application will be made to the Honorable E. L. F., a justice of the Supreme Court in the judicial district at the chambers of said justice, in the city [or village] of , on the day of , 189 , at o’clock, in the noon, for the appointment of commission- ers, pursuant to law, to examine the route proposed by the said Railroad Company, and the route to which it is pro- posed to alter the same, as set out in said petition, survey, map RartRoaps ; Location or Routes. 1061 Forms — No. 103. and profile, copies of which are herewith served upon you, and for such order thereupon as may be in accordance with law. Dated, , 189 Yours, etc., Te Bs ie Attorney for Petitioner. Office address. ... 2... eeeecees No. 108. Order Appointing Commissioners to Examine Route. See the Railroad Law, § 6, ante. {Unsert title as in preceding forms. ] On reading and filing the verified petition of dated ,189 , praying for the appointment of commissioners pursuant to section six of the Railroad Law to examine the route of the road of the [snsert corporate name] Company, and for such other relief as may be proper, with notice of this application and proof of the due service thereof together with a copy of said peti- ‘tion upon the said railroad company and upon owners or occupants of lands to be affected by the alteration of route proposed by said petitioner, and on motion of , counsel for said peti- tioner, appearing for said railroad company, and for said , it is hereby Ordered, That A. B., a practical civil engineer of the city [or village] of , and C. D. and E. F. of , three dis- interested persons, be and the same are hereby appointed commis- sioners to examine the proposed route of the [¢nsert corporate name] Company, and the route to which it is proposed by the petitioner to alter the same, and after hearing the parties to affirm the route originally designated, or adopt the proposed alteration thereof, 23 may be consistent with the just rights of all the parties and the public, including the owners or occupants of lands upon the proposed alteration, and to make and certify their written determi- nation thereupon in accordance with law. Dated, , 189 E. L. F,, Justice of the Supreme Court. 1062 Rartroaps; Location or Route. Forms — Nos. 104, 105. No. 104. Oath of Commissioners. See the Railroad Law, § 6, ante. SUPREME COURT, ............ COUNTY. CInsert title as in form No. 101.] Srare or New York, { or County of ; We, the undersigned, duly appointed commissioners to examine the proposed routes, respectively, of the petitioner and of the [insert corporate name] Company in the above-entitled proceeding, do solemnly swear that we will support the constitution of the United States and the constitution of the State of New York, and that we will faithfully perform the duties of such commissioners and of said office according to the best of our understanding and ability. A. B. Cc. D. E. F. Subscribed and sworn to before me | this day of , 189 [Signature of Notary.) No. 1065. Determination of Commissioners Appointed to Examine Route, See the Railroad Law, § 6, ante, SUPREME COURT, ............ COUNTY. [Insert title as in form No. 101.] We, the undersigned, appointed as commissioners in the above- entitled proceeding by an order made by Hon. E. L. F., a justice of the Supreme Court of the judicial district, dated , 189 , do hereby make and certify our written determina- tion, as follows, to wit: That having, in conformity with the statute and in obedience to the terms of said order, examined the route proposed by the Rarnroaps ; Location or Route. 1063 / Forms—No. 106. [insert corporate name] Company, and fies route to y whieh a it is proposed to alter. the same, and after hearing the parties we do . hereby affirm the route originally designated by said railroad com- pany [or do hereby udopt the proposed alteration of such route as set out in the petition of , and in the map and survey annexed hereto and marked “Fhibit A.”’] We do hereby determine that thc said route shall be and hereby is located accordingly, and that said location is consistent with the rights of all the partics and the public [¢ncluding the owners or occupants of lands upon the proposed alteration. ] That the testimony takcn before us in this proceeding is annexed hereto, marked “ Exhibit B.” Ix Wirness WHEREOF, we have made and signed this certificate this day , 189 [Signatures of commissioners. | No. 106. Notice of Appeal from Determination of Commissioners Appointed to Examine Route. Bee the Railroad Law, § 6, ante, SUPREME COURT, .... ....... COUNTY. [Insert title as in form No. 101.] EO juseweentKe , Hsq., attorney for ........... 9g ATs saat nselorece ’ Esq., the county clerk of ..........+. county : Take notice, that [¢nsert name of appellant] hereby appeals to the General Term of the Supreme Court, from the decision and determination of the commissioners, made in the above-entitled proceeding and filed in the office of the clerk of county on the day of , 189 Dated, , 189 Yours, etc., M. N,, Attorney for a Office address.............. 7 1064 Rartroaps; Location or Route. Forms — Nos. 107, 108. No. 107. Order of General Term Affirming or Reversing Determination of Com. missioners Appointed to Examine Route. See the Railroad Law, § 6, ante, At a General Term of the Supreme Court in and for the judicial department, held at in the city [or village] of , on the day of , 189 Present: Hons. S. L. M., Presiding Justice, and D. OC. H. and J. R. P., Justices. [Insert title of proceeding as in form No. 101.] The appeal of , in the above-entitled proceeding, from the determination of the commissioners appointed by order of , a justice of the Supreme Court in the judicial department, dated , 189 , which determination was filed in the office of the clork of county, on the day of , 189 , having been heard at this term, now, on motion of , counsel for , the appellant [or respondent], and after hearing , counsel for , the respondent [or appellant], it is hereby. Ordered, That the determination of said commissioners be and the same is hereby affirmed [or, reversed, as the case may be], and that the route of the road proposed by the said [imsert corporate name] Railroad Company be and the same is hereby affirmed [o7, that the route of the road proposed by the petitioner, said ‘i be and the same is hereby adopted]. And it is further ordered, that dollars [the compensation and expenses of the commissioners herein and] costs of this appeal and disbursements for printing be paid by to . No. 108. Certificate of a Railroad Company for a Change of Route. See the Railroad Law, § 18, ante. The [insert corporate name] Company, a domestic railroad cor- poration, by its president and secretary, who are duly authorized to Rartroavs; Looarion or Route. 1065 Forms — No. 108. make this certificate, does hereby certify, pursuant to the Railroad Law, article 1, section 13; That a meeting of the board of directors of such company was held at its office, at No. street, in the ‘city [or village] of , on the day of , 189 ,at e o'clock, P. M. [or A. 1/.], all of the directors being present [or more than two-thirds of the directors being present, as the case may be]. That at such meeting the following resolution was offered : “Resolved, That [¢nsert corporate name] Company, alter or change its route [or a part of the route of its road or its termini, or locate such route, or a part thereof, or its termini in an adjoining county, as the case may be] as follows, to wit : [Here insert the proposed alterations or changes in the route or termini of the road], and further “Resolved, That the president and secretary of the com- pany be and they are hereby authorized to make and execute a proper certificate of such alteration or change of route and to file such certificate in the clerk’s office of the proper county, together with a survey and map of such alteration or change.” That such resolution was duly adopted at said meeting by a vote of two-thirds of all the directors of said company. In Wirness WueEreor, we have made and executed this certifi- cate, and have hereunto set our hands and affixed the corporate seal of said company this day of 189 President. [Wa] Cece eserecse verse Secretary. State or New York, \ das County of ) “ [Insert the name of secretary], being duly sworn, deposes and says, that he is the secretary of said [énsert corporate name] Com- pany, mentioned in the foregoing certificate; that he is acquainted with [insert name of the president] and knows him to be the president of said company; that the signature of [insert name of 1066 = Rarzz0aps 1n Foreicn Country; Lycorroration. Forms — No. 109. president], subscribed to said certificate as president of said com- pany, is in the genuine handwriting of said [insert president's name}, and was thereto subscribed by order of the board of directors of said company ; and the deponent subscribed his name thereto as secretary, as aforesaid, and attached the corporate seal by virtue of a like order of said board of directors. Sere rere es oeresag Secretary. Sworn to before me this dey of 189 i [Signature of Notary.] The foregoing certificate is required to be filed in the county clerk’s office, together with a survey and map of the alteration or change of route. No. 109. Certificate of Incorporation of a Railroad Company to Operate in a Foreign Country. See the Railroad Law, § 17, ante, CERTIFICATE OF INCORPORATION OF Rartroap Company. We, the undersigned, all being persons of full age, at least two- thirds of whom are citizens of the United States and one of usa resident of the State of New York, desiring to become and form a corporation, pursuant to section seventeen of the Railroad Law, for the purpose of constructing, maintaining and operating in a foreign country, to wit: [Jnsert name of country] a railroad [or, for the purpose of maintaining and operating in a foreign country, to wit: , a railroad already constructed] for public use in the transportation of persons and property, and of constructing, main- taining and operating, in connection therewith, telegraph lines and lines of steamboats or sailing vessels, do hereby make, acknowledge and file this certificate, and certify as follows, to wit: First. The name of the corporation is to be [énsert corporate name] Company. [Continue as in form No. 96.) Rattroaps; ConsoLipATION. 1067 Forms— No. 110. No. 110. Agreement for Consolidation of Railroad Corporations. See the Railroad Law, §§ 70-71, ante. This joint agreement, made the day of , 189 , between the directors of [insert corporate name] Company, party of the first part, and the directors of [¢nsert corporate name] Company, party of the second part, under the corporate seals of said companies, Witnesseth: That the [¢nsert corporate name] Company, said party of the first part, the capital stock whereof is $ 3 isa railroad corporation organized under the laws of the State of New York, and operating a railroad wholly within said State [or partly within the State of New York and partly within the State of , or whose lines or routes of road have been located, but not constructed, as the case may be.]} That [insert corporate name] Company, said party of the second part, the capital stock whereof is $ , is a railroad cor- poration organized under the laws of the State of New York [or under the laws of the State of ], and operating a railroad wholly within the State of New York [or within the State of , or as the case may be]. That the railroads of said companies [or branches, or parts thereof, or the line or routes of their roads, tf not constructed] form [or shall or may] form a continuous or connected line of rail- road with each other [or by means of an intervening railroad bridge, tunnel or ferry]. That, in consideration of the mutual covenants and agreements herein contained, the said parties hereto do hereby merge and consolidate the capital stock, franchises and property of said par- ties hereto so as to form one corporation under and in pursuance of the laws of the State of New York, in such case made and pro- vided, and by these presents, They do hereby covenant and agree upon and prescribe the terms and conditions of such consolidation, and the mode of carry- ing the same into effect, which said terms and conditions and mode 1068 Rariroaps; ConsoLipaTIon. Forms — No. 140. of carrying the same into effect, they mutually covenant and agree to observe, as follows, to wit: First. That the name of the corporation hereby formed by said consolidation shall be [¢nsert corporate name] Company. Second. That the number of directors of said new corporation, hereby formed, shall be [state number, not less than nine]. Third. That the names and places of residence of the [insert number] directors and the other officers of said new corporation, who shall be the first directors and officers thereof, and shall manage its affairs for the first year, or until others are chosen ir their places, are as follows, to wit: Name of directors. Residences. Officers. Names. Resideces. President....... binlete M ta ateeuatmniens Kees Sawa aie nema area sivtelats Vice-President... ..... ce eee eee e eens of Seco Weslo sieeeaevine® SEROASUTER jracisses. “Scetecierncemeeaea Gadus abemeo aie DOCLETy wus wee awn nereanie emp awlen (digitonin umeveun atic Fourth. That the capital stock of said new corporation shall be dollars, consisting of shares ot the par value of dollars each.* Fifth. That the manner of converting the capital stock of each of the companies, parties hereto, into the capital stock of said new corporation shall be as follows : (Example given: The capital stock of each of the railroad com- *In no case shall the capital stock of the corporation formed by such consolidation exceed the sum of the capital stock of the corporations so consolidated, at the par value thereof, (See the Railroad Law, § 71, subd 1.) Rattroaps; Consotmation. 1069 Forms — No. 110. panies, parties hereto, shall be convertible into the capital stock of said consolidated company and new corporation, share for share, and upon presentation and surrender of any outstanding certifi- cates of stock in either of said companies, parties hereto, certificates for like amounts of stock in said consolidated company and new corporation shall be issued to the holders thereof.| Sixth. That time and manner of choosing directors and officers shall be as follows: [Hxample given: That there shall be an elec- tion for directors of the said new corporation on the day of in the year 189 , and there shall be an annual election for directors of said new corporation on the day of am each and every year thereafter. That the said directors shall be chosen by a majority of the votes of the stockholders voting at such election, in such manner as may be prescribed by the by-laws of the said consolidated company, and they shall continue to be directors of such consolidated company for one year from the date of their election and until others are chosen and qualified in their places. In such election each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock held by such stockholder for ten days previous to such election. Vacancies occurring in the board of directors shall be filled in such manner as shall be prescribed by the by-laws of the said consolidated com- pany. The president, vice-president, treasurer and secretary shalt be chosen by ballot by the directors immediately succeeding the annual election of directors, and vacancies shall be filled as pro- vided in the by-laws of said consolidated company. The directors of the said new corporation may, from time to time, choose or appoint such other officers as they deem advisable.] And the parties hereto do further covenant and agree as follows, to wit : LInsert any special terms and conditions agreed wpon, and mode of carrying the same into effect.) In Testrwony Wuereor, 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 1070 Rariroaps; CoNnsoLipaAtTIon. Forms — No. 110. the corporate seals of their respective railroads, of which they are respectively the directors, the day and year first aforesaid. Directors of the .........+4+ Company. comer] = Attest: tee eee eee eee ., President. sesecseecsecvoeny DECretary. j commune mace e ay : eile ei wecewNe we ‘ er ; Lana ciate eeu pans 5 ie atacaiale Sumer a te ae ; SeaewRN eee ; Directors of the ............ Company. [ormeerey Witests $§ = — lhe mua weeule’eis , President. shi aie ees dose aretaete , Secretary. Strate or New York, t ans County of 5 On the day of » in the year , before me personally came » to me known, who, being by me duly sworn, did depose and say that he resided in ; that he is the (president or other officer) of the (name of corporation), the corporation described in and which executed the above instrument; that he knew the seal of said cor- poration; that the seal affixed to said instrument was such corporate Rartroaps; Consorrpation. 1071 Forms — No, 111. seal; that it was so affixed by order of the board of directors of said corporation, and that. he signed his name thereto by like order. Notary Public, .+++-. County, N. Y. If such corporation have no seal, that fact must be stated in place of the statements required respecting the seal. [Prepare in the same form as above proof of execution by the sec- retary of the other constituent company, and annex the same.} State or New York, | ss County of On this day of , 189 , before me personally came [insert names of directors of first constituent company sign- img agreement}, directors of [¢nsert 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 durec- 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 [insert 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 corperation with the [insert corporate name Company. 1072 Raiiroaps ; CoNnsoLipATION. Forms— No. 112. In Witness WHEREOF, 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 santcustneseiniem cies Cae tralcwta shares. Gee IaaiagCEN,. a -atatlapeeSaere shares. Seca eRe ateMae mde shares. [Attach acknowledgment of persons signing the consent, and the afidavit of the custodian of the stock book as in form No. 23.] If the consent in writing of stockholders owning two-thirds of the stock is not obtained, such consent must be secured ata 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 [insert 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 [ensert name of jirst-mentioned constituent eompany], at a special meeting of such stockholders ealled and held at the office of [insert 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 [ensert name of first-men- tioned constituent company] to its stockholders by written ot Rariroaps; ConsoLipaTIon. : 1073. 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 meeting, 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- cast for the adoption of said agreement for consolidation, there: having been cast for such adoption the votes of [énsert number}: shares, and that said [insert nwmber] 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 Wuerreor, I [insert secretary's name], the said secre- tary of [insert name of jfirst-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 [énsert name of first-mentioned constituent company), this day of , 189 id aeenaca keer » Secretary, (eat) £seanrersocexss Company, 68 1074 Rattroaps; Revative ro Lease. Forms — No. 113. Strate or New Yorx, } ane County of ; On this day of , 189 , before me the under- ‘signed, a notary public in and for said county, personally appeared [ensert name of secretary], to me personally known to be the same person who signed the foregoing certificate as secretary of [insert 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 [insert 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 Wirness 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. 113. Notice of Meeting of Stockholders of Railroad Corporation to Consider Lease of Road. See the Railroad Law, § 78, ante, To the Stockholders of the [insert 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 . tres ceeeuvsee ove Secretary. Rariroaps; Rewative ro Lease. 1075 Forms — Nos. 114, 115. No, 114. Certificate of the Adoption of a Lease of a Railroad. See the Railroad Law, § 78, ante. I, [insert name], secretary of the [insert 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 [insert 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 aa) 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 [énsert 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. [eee 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. ices Saute Saeing da: SE xy , 189 A special meeting of the stockholders of the [dnsert. corporate name| Company was held this day at o'clock, M., pur- 1076 Srrzer Rartroaps; Consent to Consrruct. 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 [2nsert 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 given 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 it] 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. Seer ear e ance paey 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 [2nsert corporate name] Company through and along said street, in said city [or village], and to the construction by said company Srreet Rariroaps; Consent to Construct. 1077 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.] g f property ] 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 Kailroad. 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 s 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 surface of streets, avenues and highways, as follows: [Jnsert same. | 1078 Srreet Raitroaps; Consent to Construct. Forms — No. 119. Notice is, therefore, hereby given that the common council of the city of [or 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 City Clerk, ete. 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 }: The petition of the [insert 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 following 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. Srreer Rartroaps; Consent ro Construct. 1079 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 [or 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 by 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, » 18 DEE sauicessesaronns COMPANY, BY couse can apes , President. [Attach proof of execution. ] No. 120. Consent by Local Authorities to the Construction and Operation of Street Surface Railroad. Sce the Ruilroad Law, § 92, ante. Whereas, the [insert corporate name] Company, a street surface railroad corporation, has made application by petition in writing to the common council [or board of trustees, or as the case may be] of the city [or village, or town] of , in the county of ’ 1080 Street Rarroaps; Consent to Construct. Forms— No. 120. for consent to construct, maintain and operate a railroad [or exten. sions, or branches thereof, as the case may be], upon the surface of, through and along certain streets and avenues [voads 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 eatensions, 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 [insert 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: [Insert 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 complied with. Dissoxution oF CoRPoRATION. 1081 Forms — No. 121. That this consent shall be filed in the office of the clerk of the county of [¢nsert name of county in which the railroad is located]. That [Jf the case ts 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, ¢f 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 court 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.] 1082 DissotuTion oF CoRPoRATION. Forms — No, 121. ScHEDULE TO BE ANNEXED TO PETITION. ScHEDULE 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 amounv paid in upon his share, and the amount still due thereon. State or New York, es County of - [Insert 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. [Signature of Petitioners.} Sworn to before me this day of gS 4 [Signature of Notary.] Dissotution or CorPoRation. 1083 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 Tae Martrer OF THE APPLICATION FOR A VOLUNTARY Dissouv- 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 [énsert name of newspaper] and the [insert name of newspaper), newspapers published in the city [or village] of yin the county of , wherein this order is entered. Justice of Supreme Court. 1084 Dissotution oF CoRPORATION. Forms — No. 123. No, 128. Notice of Appointment of Receiver. SUPREME COURT, ............ COUNTY. In THE MatrER OF THE APPLICATION FOR A VOLUNTARY DissoLv- 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 er ere » Receiver. ietewstieeworeus , Attorney for Receiver. Report to Strate ComprroLuEr. 1085 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 Comptroller. ] ‘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. | To the Comptroller of the State of New York: 7 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 9, 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 Bitusted. scediw vee seaee oeeeer se ete oes $B. ccvccces. , 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..........ce cece secre cee 3 sew wwe, 10. Amount paid into the treasury of the company on each share.......0. se eee eee e cere eee feet eeeeee 11, Amount of capital paid in... 1... eee eee e eee ee teen eeens . 12. Amount of capital upon which dividends were declared ........ cece eee eee cece eee eens cee er 18. Date of each dividend declared, : 14. Amount of each dividend declared.......0.-+++ seeeeereee 15. Rate per cent per annum of dividends.......-. -++++ee++s > OO tT OD Ot 1086 Rerort to State CoMPTRoLleEr. Forms — No. 124. 16. 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.] 17. And such business was carried on at the following named place or places. [Give street and number.] 18. Capital stock employed in New York State, $ [Preceding line need not be filled out by compunies 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, 21. Lowest price of sales of stock during the year aforesaid. Treasurer. Stare or New eee es County of i - 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 wenordinur 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-first day of October, A. D. 189 Treasurer. Sworn to and subscribed before me, the day and year aforesaid. [u. 8.] Notary Public. Reports to State ComMprro.iEr. 1087 Forms— No. 124}. ' No. 12436. 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 Bs County of : 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. eeoececccceseseereey Treasurer. @eeeeeoneeeeoeeeery Secretary. Sworn to and subscribed before me, the day and year aforesaid. [Signature of Notary.] OFFICE OF THE .......-006- Company, etal Accept densa ISOS 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 share, amounting in the whole to dollars. 1088 Reports to State CoMPTROLLER. Forms — No. 125. In Witness WHEREOF, we have hereunto set our hands the day and year aforesaid. Treasurer, ee ise tnn 34 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. 1265. Report by Foreign Corporations and for Supplemental Report of Domestic Corporations. To the Comptroller of the State of New York: paca eaean wey ea of the. ss ews sveewes esas eCompany, 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 i. scicsekae awe 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 . 8. Value of real estate and of interest or interests in real property in New York State, and where situated... ............ oie are! feist Bei eat ovate lo ees > SOM IHM 12. 18. 14. 15. 16. 17. 18, 19. 20. 21, 22. 23, Reports to Srate CoMpTrRoLiEr. 1089 Forms — No. 125. Organized under the laws of the State of Date of organization of the company, Total authorized capital of the company..... cee cecesee Whole number of shares of stock authorized. Number of shares of stock issued, Par value of each share........... eee eee Amount paid into the treasury of the company on each share. 2. 1... eee eee eee es Amount of capital paid in.............265 Amount of capital on which dividends were OCClaPed 4: a eae rec keeey cis wee eas Date of each dividend declared, ‘ Amount of each dividend declared......... ceceeseeee Rate per cent per annum of dividends...... .......+- The business transacted by this company in the State of New York for the year ending October 31,18 , was as follows: eee eeeecene [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........ 5. eee eeeeee Gig csc eener Ramiarks: 6g edeedag 88s Oe aad ea Glee oa ee ee eee 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....... $. cccccceee 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 SUid Of, og. beni ewe eU RE Tew SHR OR Se ee eoceeeecee 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 sum of... ay teh (ov ei lo! (exe os) Seurap 008 WW AS TOL SAE ME yw Late OS eooeceeceen The value (approximate) of personal property, other than stock in trade, used by this com- 69 1090 Reports to StatE CoMPTROLLER. Forms — No. 125. pany in the State of New York during the year ending October 31, 189 , was the SUM) Of Treasurer. Stare or 7 t 38, 3 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 ee avere the year ending on the thirty-first day of October, Reports to State Comprro.er. 1091 Forms — No. 126. Sworn to and subscribed before me, } the day and year aforesaid. [Gy 8.] seve weeeeeees 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 report 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 2 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? 1092 Reports to Stare ComMpTRoLuEr. 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 Statet 13. Location of main business office of the company? Remarks: [Signature.] State 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 ..... Rie aes Company, [Give P. O. address with No. and street.] ée eens Win W ale wekeng DBD ie 1. Gross earnings derived from all sources during the above period... ..... cece ce eee bc Diiew Rares vieie) 2. For tolls and transportation......... Naiedwee aie elave eee! 8. For telegraph and telephone business..... disles vsielereeosteele 4, For express business. . ...........0005 Sisley even 010 Sean Taxable gross receipts........... aie oe This report includes the gross earnings received from lines of road leased by ..........0000. Seems oon Company, and for which said Company is liable to the State for the tax on gross earnings. 5. Names of Companies leased: Reports to State Comprro.ier. 10938 Forms — No. 128, Srate or New Yor, t a County of ‘ vi 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 sworn according to lem did depose and say that the foregoing report is true and correct. Treasurer, Sworn to and subscribed before me, { the day and year aforesaid. fea =": anita seers 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.] (Mee eee ewe wee , 189 . 1. Organized under the laws of the State of 2. Date of organization of the company 3. Total authorized capital of company........ $a wn wae sine 4. Whole number of shares of stock authorized, 5. Number of shares of stock issued 6. Par value of each share..........-2eeeeee cee sak @are 7. Amount paid into the treasury of the company on each share... 6... eee eee ee eee eee tee i ois 8. Amount of capital paid in......... eee cree cee e eens e® 9. Amount of capital upon which dividends were declared. : 4. csscsbacdeaasegwanwered te eee ese es . 10. Date of each dividend declared, : 11. Amount of each dividend declared......... s+ ce dew as 12. Rate per cent per annum of dividends, 13. Gross earnings derived from all sources during the above period... 6... cee eceeneseres ‘awe enone 1094 Reports to State ComrrroLiEr. Forms — No. 129. This report includes the gross earnings received from lines of Pond: Legsed DF waiiiinw daw ctvas dees teen eee ew Company, and for which said Company is liable to the State for the tax on gross earnings. Names of companies .eased: Treasurer. Stare oF New Yor, t 3 County of ‘ 7 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 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. [L. 8.] Dpoieeipaetes Notary Public. No. 129. Franchise Tax on Water-Works, Gas, Electric or Steam Heating, Light ing or Power Companies. Report of the gross earnings in the State of New York of the Company, for the year ending November 1, 189 , made in accordance with the require- ments of chapter 908, Laws of 1896, section 186. REE 08 THE ce ae saare dex Company, [Give P. O. address with No. and street.] 1. Organized under the laws of the State of 2. Date of organization of the company 3. Total authorized capital of company........ Brscccosece Reports to Statz ComPrro.uer. 1095 Forms — No. 129. 4, Whole number of shares of stock authorized, 5. Number of shares of stock issued, 6. Par value of each share, 7, Amount paid into the treasury of the socaiy Gl, deh SHBIS: sn anne cvesseunew scenes y evisieta eee 8, Amount of capital paid in................ Duseiieietaiel phous 9. Amount of capital upon which dividends were declared. + ¥ acceseehciredancrsdecsx a veteveveus és 10. Date of each dividend declared, : 11. Amount of each dividend declared......... oon 12. Rate per cent per annum of dividends, 18. Gross earnings derived from all sources during Hie SbOve PENG. o ckkasexeeusoeteeeey. Weiweewene This report includes the gross earnings received from property or plants leased by 2.6... cee ee cece eee ee eee Company, and for which said Company is liable to the State for the tax on gross earnings. Names of companies leased: Treasurer. Starz or New Yor«, } a , County of ; me 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 company, “ghb; being duly oe 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 reasunen Sworn to and subscribed before me, t the day and year aforesaid [L. S.] eee N otary Public. 1096 Annual Report or Joint-Stock AssocIaTIon. Forms — No. 1380. 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, C. D. “ Secretary and director, E. F. “ : Director, G.H. “ € “ J. K. “ ri 19 E. M. “ “ cc N. O. 79 “ 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.] Strate or New York, } ie [Signature of Treasurer.] County of j 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 cente per folio. Lantation oF Powrers; Watver or Notice or Mretine. 1097 Forms — Nos, 181, 182. No. 131. 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 {or as the case may be]. (d.) For the first year the salaries of the other officers shall be as follows: Secretary, $ ; 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 $ . > (f.) Any or all the provisions marked respectively (a), (b), (c), (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. See other examples on pages 993, 994, 997. No. 182. Stockholder’s Waiver of Notice of a Meeting. See the General Corporation Law, § 38. We, the undersigned, being all the stockholders of the ........ ert eet 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 1098 Watver or Noticrt or Meeting; Stock PREFERENCE. Forms — Nos. 133, 134. company, No. street, in the of ‘ 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 Witness Wuereor, we have hereunto set our hands and the number of shares of stock in said company severally owned by us. Dated , 189 No. 1838. 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. 134. 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. Examp.e or Stock PREFERENOE, 1099 Forms — Nos, 135, 186. 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. 1100 Exampte or Stock PREFERENOE. Forms — Nos. 187, 138. 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- Exampue or Stock PREFERENCE. 1101 Forms — No. 189. 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. 1389. 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. Tux 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. Tar Srconp PRerERRED Srock shall be entitled to non-cumula- tive dividends, at the rate of, but not exceeding, per cent 1102 EXAMPLE oF Stock PREFERENCE. 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. Tur Common Stock 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. 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, Exampie or Srock PREFERENCE. 1103 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, 1104 Example oF Stock PREFERENCE. 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 (e.) 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 ProcerDiInes FoR VoLunTaRY Disso.vtion. 1105 Forms— No. 141. provided, and to the by-laws of the company, whereupon the certifi- 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-prest- 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 70 1106 ProckEDINGS FOR VOLUNTARY DissoLuTIon. Forms — No. 141. town] of , on the day of 189 ,at o'clock P m., 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 « 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 ; a newspaper published and cireulating 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. PrRocrEDInGs For Votuntary Disso.vutton. 1107 Forms — No. 141. That pursuant to such notice a meeting of the stockholders was held on the day of , 189 , at o’clock p. M., at the principal office of the corporation in [state place] that being the city, [town or village] in which the last preceding an- nual 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 Wirness WuERerorF, we have made and signed this certificate this day of , 189 [Signature of President or Vice-President. ] [Signature of Secretary or Treasurer. ] Starz or New York, t 7 County of ; os [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 1108 PrRockEDINGS FOR-VoLUNTARY DissoLvution. 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 t day of , 189 5 [Signature of Notary. ] COonsEnt or 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 Wuereor, we have hereunto set our hands and opposite thereto the number of shares of stock held by us, respec- tively, this day of » 182 « [Signatures. ] [Number of shares.] Attested by: seceeeecesecey President [or Vice-President]. [Oa]. 1 ee ewww ee eeeey Secretary [or Treasurer]. Cuance or Piace oF Business. 1109 Forms — No. 142. SraTeMENT REFERRED TO IN THE FOREGOING 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 eee e eee ere eee soe Names of officers. {iene aes es .+ee-, President. PA reer saps er eo «++, Secretary. ie eee Mea we seaibien cc ices pais nase ew le ela at e's , Treasurer. Lessee evant rtieews Srate or New York, { ea 2 County of ; ve 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 Public, 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 1110 Cuance or Prace or Business. 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. In Witness WuEREOF, we make, sign and verify this certificate in triplicate, this day of , 189 Ue Sacha ese Qatar aside , President. eRe Relea hee as , Secretary. A Majority of Directors. Strats or New York, | 2 8S. 3 County of ; [Insert the names of the president, secretary and directors sign- ang the certificate], being duly and severally sworn, each for him- self, deposes and says that he has read the foregoing certificate and knows the contents thereof; that the same is true to the best of his knowledge, information and belief; that said is the president of [insert corporate name], the corporation mentioned Exrension or Route or Streer Rariroap. 1111 Forms — No. 148. and described in said certificate; that said [insert name] is the secre- tary thereof, and that [insert names] are a majority of the directors thereof. [Signatures of the President, Secretary and Majority of the Directors. ] Sworn to before me this { day of , 189 [Signature of Notary.] No. 1438. Statement of Extension of Route of Street Railroad. (Short Form). See the Railroad Law, § 90. [This is the form followed by two of the large street railway systems in New York city.] The [insert corporate name] Company, a street surface railroad corporation organized and existing under the laws of the State of New York, proposes to extend its road and to construct a branch or extension thereof, and it hereby states the names and description of the streets, roads and highways in, along or upon which it pro- poses to construct, maintain and operate such branch or extension, viz.: [Insert description of extension. ] The length of said proposed branch or extension will be [state length]. Dated , 189 . [Name of Corporation.] [er] By | President [or Vice-President]. ‘Attest: Secretary. Srarz or New Yore, } : 8S. ¢ County of ‘ * On the day of in the year , before me personally came , to me known, who, being by me duly sworn, did depose and say that he resided in ; that he is the [president or other officer] of the [name of corporation], the corporation described in and which executed the above instru- 1112 Extension oF Route or Street Ratroap. Forms— No, 144. ment; that he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. [Signature and office of officer taking acknowledgment. | No. 144. Statement of Extension of Route of Street Railroad. (Long Form), See the Railroad Law, § 90. The [insert corporate name] Company, a street surface railroad corporation organized and existing under the laws of the State of New York, by its president, who is duly authorized to make this statement, hereby certifies, pursuant to section 90 of the Railroad Law, as follows: That upon due notice thereof a meeting of the board of directors of such corporation was duly held at , in the city [or village} of , on the day of , 189 , at o’clock Pp. M., at which a quorum of directors was present. That at such meeting the following resolution was adopted: “Resolved, That this corporation extend the route of its road by constructing a branch or extension thereof, and that the names and description of the streets, roads, avenues, highways [and private property| in or upon which it is proposed to construct, maintain or operate such extension or branch are as follows: [Insert description of extension. ] “ Resolved further, That the president of this corporation be and he is hereby authorized to make and sign, in duplicate, a proper statement of such extension of route or branch, and to affix the corporate seal thereto, and to file said statement in the office of the Secretary of State, and a duplicate thereof in the office of the clerk of the county of , in the State of New York.” In Wirness Wuereor, this statement has been made and exe- cuted in duplicate, and the corporate seal of said corporation affixed thereto, this day of , 189 [Name of Corporation.] [seat By President. [Attach here proof of execution as in form No. 143.] Exeovtion or Instrument; Report ro AssEssors. 1113 Forms — Nos. 145, 146. No. 145. Proof of Execution of an Instrument by a Corporation, See the Real Property Law (L. 1896, ch. 547), § 258. §raTE OF . \ one County of a On the day of in the year , before me personally came , to me known, who, being duly sworn, did depose and say that he resided in ; that he is the [president or other officer] of the [name of corporation], the corporation described in and which executed the above instrument; that he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. [Signature and office of officer taking acknowledgment. ] If such corporation have no seal, that fact must be stated in place of the statements required respecting the seal. (L. 1896, ch, 547, § 258.) No. 146. Report of Corporation to Assessors. See the Tax Law, § 27. I, , president [or other proper officer] of the Company, do hereby, pursuant to section 27 of the Tax Law, make this statement as follows: 1. .The real property owned by said company consists of [describe same], situated in the town of [or as the case may be], and the sum actually paid therefor was $ 2. The capital stock actually paid and secured to be paid in is $ ; the sums paid for real property amount to $ . and the amount of such capital stock held by any incorporated literary or charitable institution [if any] is $ ‘ 3. The principal office of the company is situated in [specify the town or ward]. [Signature of officer.] dt Bonp or Inpemnrry. Forms — No. 147. Strate or New Yors, gas County of [Insert name], being duly sworn, deposes and says that he is the president of the Company, the corporation mentioned in the foregoing statement; that he made such state- ment as such officer, and that the same is in all respects just and true. [Signature of officer.] Sworn to before me this t day of ,189 . [Signature of Notary.] A railroad corporation is not required to state the sum paid for real property. No. 147. Bond of Indemnity in Case of Lost Certificate. See Stock Corporation Law, § 50. Know ALL MEN BY THESE PRESENTS, That we, [insert name] of the city of , in the county of » and State of New York, and [insert name of surety] of are held and firmly bound unto the [insert corporate name] Com- pany, a corporation organized and existing under and by virtue of the laws of the State of , in the sum of [insert amount of penalty] dollars, good and lawful money of the United States, to be paid to the said [insert corporate name] Company, its successors or assigns; for which payment well and truly to be made we do bind ourselves, our heirs, executors and administrators jointly and severally by these presents. Sealed with our seals: Dated this day of 519: Wuerzas, a certificate for ten (10) shares of the preferred stock of the [imsert corporate name] Company, in the name of [insert name], numbered and dated , of the par value of one hundred dollars ($100) a share, to-wit, one thousand ($1,000), indorsed in blank by the said [insert name], is claimed by the said [insert name] to have been lost and cannot now be pro- duced by him; and CERTIFICATE oF Partity Parp Stock. 1115 Forms — No. 148. Wuereas, at his request and upon the promise of the parties hereto to indemnify and save harmless the said [insert corporate name] Company in the premises, and to deliver up the said cer- tificate when found to the said [¢nsert corporate name] Company to be canceled, the said [insert corporate name] Company is about to issue a new certificate in the place and stead of the one thus claimed to have been lost. Now, THE CONDITION OF THE ABOVE OBLIGATION IS suCH, that if the above bounden [insert name] and [insert name of surety], their heirs, executors and administrators, or any of them, shall well and truly indemnify and save harmless the said [sert cor- porate name | Company, its successors and assigns from and against the said certificate claimed to have been lost, and from any holder thereof, or the claim of any holder thereof, and from any and all damages, costs, charges and expenses, and all actions or suits, whether groundless or otherwise, by reason of said certificate, and also deliver or cause to be delivered up the same when and so soon as the same shall be found, to be canceled, then this obligation is to be void; otherwise to remain in full force. [Signature.] [Seal.] [Signature.] [Seal.] Starz or New York, bs County of : On this day of , 19 , before me the ‘undersigned, personally appeared and , to me known and known to me to be the persons described in and who executed the above instrument, and severally duly acknowledged that they executed the same. No. 148. Certificate of Partly Paid Stock See the Stock Corporation Law, § 62. NOR senate No. of shares ...... is ENG po cus uwine sem Company. (Incorporated under the Laws of the State of New York.) Authorized capital stock $.........- Shares, $......... each. This certifies that is the owner of shares of the partly paid capital stock of The Company, transferable only on the books of the company in person or by at- 1116 CERTIFICATE OF Partty Paro Srock. Forms — No. 148. torney on surrender of this certificate. Ten per cent of the par value has been paid in cash on the shares of stock named in this certificate. The above-named holder of this certificate accepts the same subject to liability for the payment upon said shares of all instalments, not noted as paid upon the face or reverse of this certificate, which shall be called by the board of directors, prior to the transfer of this certificate upon the books of the company. In Witness Wuereor, The said company has caused its cor- porate seal to be affixed hereto and this certifi- Enis eate to be signed by its president or vice-presi- seal. dent and secretary or treasurer, this day of , 190. SeurG aaa , President [or, Vice-President]. ee ee , Secretary [or, Treasurer]. On the reverse of the certificate should be printed blank instal- ment receipts and a blank transfer as follows: 2d. Instalment........ Ge Padaiesaciorae, + Syihadualeeaies 3d. Instalment........ & (Pedic weyocscewso. Ivedseqaws 4th. Instalment........ 4 (Paidisanwaysaa ai Leaner in ae 5th. Instalment........ & Paldiscavegsaaue -s2e0n08aa's 6th. Instalment........ Re ad ates vwelay ey atlja suet 7th. Instalment........ @ Paidivcisenvegne. “xexuarnanace 8th. Instalment........ A PO eceutpueeus'. pean aameiand 9th. Instalment........ % Paacicuvseead Keaeavanews 10th. Instalment........ Oe Wallies sscciccas saree ductncarere Wego Nad Senha ate dee Ba eee eae 41 Qualifications: directors, at least one must be a resident of State.............00. 47 INGOTPOTAtONS ~~ so wes weeva discs anes eae s semMsWoees ¥ sold antares 6 citizens of United States, two-thirds must be .............00. 6 natural persons of full age, must be ............c ces eeeeeeee 6 resident of this State, one must be ...........c sc ce cece ee eeees 6 exceptions im certain CaSeS ....... cs cece cece te eee enes 6 president must be a director ......... ccc cece ects eter eeeeneee 115 voters: at. meetings: = seseed ds cewedaion eckdyg Mee eawan se daa ous 38 books, evidence < sacs cescssadeasntss ass vevewwes ose ca rneus 38, 39 Cha eng Of en ciaewue dove denen aeeseewus eae eeeeeaeete res, 4B oath, form: Of wie ds saad canines dee sda. FAA eee 42 filing Of ¢ aissicsanasava ove dey qew oe ee we ee eee oes 42 inspectors may administer ...............00eeeeeeeee 42 number of votes regulated ......... cece cece cece ence eneeeees 38 cumulative voting ©. 0... cece cece eet ce ete eeeeteneee 38 pledgor of stock, deemed owner ..........--.0-+eeeeeeee veeee 38 special elections . 00... ee cece cece cere ene nee teense eeeenes 44 ‘Quorum: “by-laws, when to fix co.cc cece cece cece eee e rene een een ene sneeeeee 21 directors, majority of, constitutes ..........ceceee eee cee eeee 47, 61 acts of, bind board ......... secs cece cee cee eee eee eeeeee 47, 61 majority of a quorum, powers Of .......... sees eeeeeeeeneees 61 special elections, what constitutes at ........ csc ceee cence eee eeee 43 ‘Railroads (see also Railroads, Miscellaneous Acts Relative to): abandonment of part of route ........ cc ccc cece eee eee eeeeeees 421 accommodations for transportation . ...........e cece eee e eee eens 329 accommodations to connecting roads .......... cece eee eee eee eeee 330 adjoining State, railroad in ........ ese ee een cnet cnet eee een eens 380 animals, unlawful transportation of, penalty ..........seseeeeeeee 639 annual reports . ... eee cece eee ete tent eee teen anes we. 854 form of, to be prescribed by commissioners............++0000- 450 automatic couplers, Penal Code provision ...........sceceeeeeenes 617 badges, to be worn by employes ......... niaidhoueieaies SRE aaoddonnne 341 1172 GENERAL INDEX. Railroads (Continued): Page, baggage, amount for each fare paid ....... Unespiesswewase cee'd, B82 checks to be furnished . ............. SGAeT Ass VAN Re seeiGage “4 connecting steamboat lines. ..... tence eeanne tecceneeneee 845 injuries to baggage, penalties ......... cece cence eee eeee 343. unclaimed, sale Of ....... cee cece cece eee eeeeeee Sa aA RER oe 843. proceeds of sale . 11... .. ee cece eens pia ab alase isonet 348, 344 bills of lading, if fictitious or false, penalty.......... Trisoma 631, 632 board of railroad commissioners (see Railroad Commissioners). bonds, authority to issue . 2.0.6.0... cece eee eee tenet e eee eene 296 brakes, automatic, when to be used ..........eeee ences 349, 350, 482 brakemen, may be, policemen .......... sce ee eect eee n eee enee 355 bridges for highways . .......... avvakeidvenaitene) a sa(asaveyecanenatoia’s -.. 366, 369 canals, railroads near . ........ eee ee cee eee en tenet eeeee 292 supervisory power over, by public works department...... 292, 293 312, 313 tracks over, change of ..............005- Spates svaeeeee O12, BIB eapital stock, minimum amount of ..............ee eee wevsieee 284, 285 reduction authorized when route is shortened .............005% 314 cars, disorderly conduct upon .........eceeeeeeeeees efsiave ad earache 639- cattle guards, (€t@ 6 wesw cic a iad Oe eee Hee COs eevee 324, 325 certificate of incorporation, requisites of .......... cc eee eens 284, 285 filing and recording Of .......... ccc cece cece eee eee tenn ene 7 forms! 10% 2) 6c jeaasing.aier one aumiwA snd to anes. 1053, 1056, 1066 supplemental certificate © 2.6.0... ccc cece eee cect n eee ee eens 289 Chautauqua assembly grounds, roads through, prohibited.......... 305 conductors, badges to be worn by ......... cece eeeeeee crete cece 341 policemen, May De sc s06ssewaasecyedsees eovigusea ence ee eke tas 355 qualifications s.; .csciaasos cosas. ce eeas aac ser einwieeeyeeas 340 common carriers, rights and liabilities as ......... aielaeut is gaucenea ee 347 connecting roads, accommodation of ....... wa seuenweles Velie aeees 330 railroad commissioners, when to act ............-2eeceees 330, 331 constitutional restriction UPON ....... 6. . cece cece eee eee teen ee ee .. 740 CL COPUON ns davies cede es ead ie Seales eae ee eR Sees 742 consent for construction of road by railroad commissioners........ 356 railroad commissioners may grant .......... sce seeeeeeec ences 356 refusal by, proceedings thereupon .............eeeeeeeees 356 tunnels, for construction Of .......... cece e esse cence eeenene 314 local authorities, consent of ...............0.- Saba artes . 3814 property owners, consent Of .........ccec cee cee cece eens 314 refusal by, proceedings thereafter ............. 314, 315 consolidation proceedings for .......... cece cece eects eenees 374-379 certificate of, formis £Or 6.6544 apni oveweet Casodsuw a4 1067-1074 meeting: for x sis nnemeraees seca cmadoar nes acawmnee? ee seseee 376 mortgages made by consolidated railroads, foreclosure..... ... 379 prohibited by parallel lines ......... 2... cc cee ceee ones seeeeee 885 property vested in new corporation ...... a sca Sandigeaee eine. e 688 .. 317 taxation of .. .........005 ua Arai de Wai dee Guliisaeubai enw, BID GENERAL INDEX. 1173 Railroads (Continued): Page. construction of steam roads ................0.00005 ROMA Sacco se. 822 beginning construction, limit of time ................... 296, 297 consent of railroad commissioners provided for ..... eee eeas 306 proceedings, when such consent is refused ................ 356 constitutional provisions . 1.12.6... 00. ccc cee ceecsecseeces 740-742 fences, farm crossings and cattle guards ................ 824, 325 grant Of powers: fOr sees ee is ai aeama eves eas pauvuesm ery renein 292 penalty for failure to construct .........0.ccccececeeeees 296, 297 route, when common with another road ............ aia Wie aidan 314 streams, highways, ete......... 0... ccc cece cece eeeceueeeuees 292 tunnels, consents for ........... cc cece ceeeecuevucecuns 314 WEIGKE OF TAU ocd weaie-ed dice sg sdaged eas meus 8 eRe eed ». 324 Coribnaichiee, employes of, Wages ........ 0. . cee cece e ees eeececes 323 crossings, stops at, when to be made ...............cc ee eeeee 331, 332 damages! cAUSEd! DY: sis ake oaks sebeques sedan deme ewan Anew sa dec . 306 flagmen to be stationed at certain ........... 0c. cceueeeeeee 327 grade, 10: beiavOlded. iiss 2 caida Ssmeniva tice buey oe eeie vas ages 363 pipé lines under, regulated! .. cess cesses wees oa ssa Gee ese 224 sign boards to be placed at ......... ese esse eee eeeeeeee see. 327 street crossings, manner of constructing................0000 364 tramways, crossings by ............. Seaweeds a4 dewwiew Ve awe R 220 couplers, automatic, when to be used ................4. "349, 350, 483 damages caused by CrossingS ......... cece ee eeecee eee eee en eenenes 306 ejection of passengers refusing to pay fare......... ccc cece eee ee eee 336 elevated railways; see rapid transit railways, infra. emigrants, rates to, penalty for violation ...............cceeeeeee 630 employes, badges must be worn by....... ouasee eis ONS eS Avs BoD 341 intoxication of, a misdemeanor ........... cece ween cease oi haraeane 616 jurisdiction of court in such caseS......... sec cece eeeeee 641 qualifications of su.s speed on ves Ree see Mewes New ess Bem se 340, 341 wages of, liability for, if not paid by contractor............... 323 engineer failing to ring bell at crossings ................eeeeeeee 616 engineers, illiterate, employment of, a misdemeanor............... 615 fare, rate of, power tO fix ..... cece cece ee eee cet e eens 295, 332-334 alteration ‘by legislature: scs.44 tease cee (bear bee ae yee nee ees de 334 cable Toads: sxsccxsse+s es os aeeeees eons 4 hee ees ats Nee oo 332 extra, when payable ......... 0. ccc cece eee eee nee ee rene 465 rebate tickets for ..... ab schist ah edu arenas Sta taslons & senseeees 465, 466 » Poneral. PIOVISIONS: es sasie esse craqed sade vamwnes sew te 332, 333 mountain roads ....... salcieceg 21d) ee ssa atasels blared eee ees enenenens 333 New York Central Railroad............. cece cece eens 333, 499 penalty when excessive .......-.+0++- Howe es SROs Mee SARE we 336 refusal to pay, ejection of passenger ........... cece eee e eens 336 short. roads, not in cities ........... cc ce eee eee ee ee wee 883 sleeping and parlor cars, extra fare upon...........eeeeeee ses 339 summer roads, maximum fare upon ........... Seis aerate’: PHS - 3820 SPONGES: CEG 60 cca gts wry acct x aan cs dip abiertect e OAUNE 8 token alone. Wete/e vane aaa dayanacnh oe « 324 barbed wire, use of, regulated ............00005 ennai. «. 824 ferries in New York harbor, operation of ....... i evsaenererie 358 1174 GENERAL INDEX. Railroads (Continued): Page. flagmen at crossings ......... beeen eee Metabo raves BVT foreclosure sale, mortgagee may parahane Obi oa annededutevstas age S86 certificates of stock may issue after.......... cece ec eee Pade B86 liabilities of reorganized corporation.............+.. Dea aws . 386 foreign countries, formed for operation in .............. eee cence 316. additional powers Of .........+5. ees See tee eae --. 316, 317 certificate of incorporation, form for................0008 «».. 1066 location of principal office ...... sereieieias aye seats abiataigie 8 seeee 318 foreign railroads, powers Of .......0.eeeceeeeeee Pe ha eae ae eae 380 forfeiture of corporate powers ..... serene Siete WOE Nie Ra oane 296) expenditure of ten per cent required ..........-.-.eeeeee 296, 297 freight trains, riding upon ........ ee Jaa nines alee legnoeIien see. 618 freight, unclaimed, sale of «1.0... .. cece cece cence eee e ees 343 game, transportation of, when prohibited............00eeeeee 280, 281 general corporation law, provisions of, applicable to............... 2 Brade, CHANGE OF. 6 54.05 seas Pee dalton gy dine wes Mares aeacnienes ie econ sees B11, 312, grade. crossings, Stops at ....c0. cides ce aea ee sgad dae renee ees 331 construction of, to be avoided ....... cece cee cece e cee eeeees 363 railroad commissioners may regulate ............-eeeeeue 331, 332 WATCHMAN QE) tase seco saiwie wien areraciadee ¢aieiere rear ere os tices oayenagete 331, 332 guard. posts; erection: Of owes ic seas eo aus Feed ee eae dese aces 349, 617 highways, intersection Of suc i.05 esses sanves soaeevesemnvnen sees -. 306 TeStOLALION: OF 23a guets cea G ad dae na RAwek nme Ae wawine 6 AMelbartee 306 Indian lands, acquisition of ....... ccc. cece cece eee ne cece ees eee 805 intersection of other railroads .............. a eecrerare swine obi es . 3809 additional lands for intersection of highways...............+ 306 intoxication, persons addicted to, not to be employed........... 281, 282 lands, acquisition by condemnation (see Condemnation Law). State lands, acquisition of ......... ccc cece ee cece eee see. 3804 lease of road, when authorized .............ccceseecceeees ites eaiess. 381 parallel lines not to be leased ...........ccc cece ee aceeeens 385 proceedings to authorize lease ......... cece eee e eee eee 381, 382 POTIIS FOF aac i Masts as ap ang acesinie hue waars ae Mee asnes 1074, 1075. surrender of stock to lessee ...........ccneeeees wy eGuies .. 384, 385 liability of railroads as common carriers ...... shies Cieseee teas. 847 wages of employe of contractor, liability for ...........0.0008 . 323 mails, conveyance Of ......... cece cece eee ee eee eens cewemewicy ss 354 MHOFESARE “DY. seep dees auiaaus qed anny ox OSS eo eo arean oS ceeded amen eS . 296 obstructing cars UPON ........e eee e eee MoE RS herweieer eevee cee O33 operation of summer roads .............ccceececuccuvceees seeee 320 other States, railroads of ........ 0... ccc ce eeececeeuucues Se 380 parallel lines, lease or consolidation of, prohibited................. 385- parks, use of, prohibited .................4. a8 yx ieee eS steueis . 426, 487 PATON CATS: ise cridematen ns xs dense Behe tuse wenden ee Se nares abe w oe. 339 passengers, ejectment of, force may be used..............0% nevsen 610 passenger cars, construction of ............. Sar eee ansvoawnee O17 heating apparatus, regulations susie MoDaNb ane aud lgss Sabre led oneAte coew 617 placing in front of freight car a misdemeanor................. 617 tools in ..... sping: Sidane es eraeyeins sce ermine ieee seevescesee. 849, 350 railroad commissioners (see page 1176). GENERAL INDEX. 1175 Railroads (Continued): Page. platform, riding upon, forbidden ................ Wie cai Greene 351 policemen, conductor and brakeman may be ......... Bia eielarea age awe 355 powers, general ....... ccc cee cece cneccecuccarveerccceceuce 290-296 acquisition of real property ........... 0... ccececuceceeeacee 290 condemnation proceedings authorized ............... 302, 303 borrowing money, CtC...ecsceee csc e see cencecceccucecevsencce 296 buildings, etc., to erect ..... cc cece cece ecccecesececcuseeees 294 forfeiture, if road is not constructed...........ecceeceeceee 296 foreign railroads 2.0.0... 6 ccc ccs eres eccaecccceuseccuceecves 380 highways, intersection Of ............cccceceecuceuenaeteces 306 Indian lands, acquisition of ............ ccc ccc ceeeeeceeeuee 305 intersection of other railroads ...........cccececceececcces 293 CADETS. voit as ucsalansuasew sissies. oa aleve Radar Pep iaeep Sena aawnna@ eure. DOD DIGH WAYS" >a coie'e serpees) ais Gin lor o-sialapauaierity envio a graalere.y edeeuos 292 plank-roads .............00- shares ies seen opape ae SLANE Seaere 292 SURCAMNS) cca due asimed Gr tiene! oS anaaad oper diadee ey ere ce 292 turnpikes: s..csaseg aus ses ates va areg ea eae Tee Fae RP oe ioe 292 public lands, acquisition Of ....... 0... cece e ee eeee cece 304, 305 purchase of lands and stock in other States ..............2.0 295 real property, acquisition Of 10... ..ccecce cece cent eceeenceeees 290 condemnation, may be taken by ...........eeeeeeees 302, 303 survey, entry upon lands for .......... cess ece ee ecerecene 290 transportation of persons and property .............eeceeeee 295 transportation of persons and property, regulation of......... 295 property, interfering with, unlawful ...........ccccceceeesaceees 638 rapid transit steam railways (see, also, Rapid Transit Railways in Cities of over 1,000,000 Inhabitants). abandonment of portion of route ....... cc cece ees ee rece eees 467 application for sais ssniosnii massa en eras eeenee se etin es eae 428 certificate, commissioners to deliver .........cecceccevceseee 435 affidavit of directors .......c ccs cecceeseeseeeceeencnees 435 commissioners, appointment Of ........ecceeseeseeerecceeees 428 DODGE: 5 ce Seiceds sandal wis tab om ear ah Sa ee Ge ayanstene a aca erases av 429 Compensation Of . 0... cess e cece n esac eneeeneneeeassnenes 438 first meeting Of 0.0... cece cee eee eee e teen neeenee 429 NEW COMMISSIONETS .... 2. eee e cree cere ec ereerereeeee 439-443 1) 439-443 Oath Of scnesss wee cdneae cs iil eT eg EOE es Verses veMe ees 429 QUOTUM 2. cece ee ce cece reece near eee e nests neteeeeeeee 439 report, confirmation Of .......6. ese eeeeee renee eee ences 437 filing Of wo... ccc ee eee ce ee ce tee ene e tenner aeons 437, 438 removal Of 1... ..c cece ccc n cece nec c een e een eeeceseneees 439 term Of OffCe 2... ccc ce cet cece ene ee renter eeesesenee 439 VACANCIES: saci cncwd es pwd Nees Fa eS C44 Bee Neary Ee SE © 439 construction of road, when to be completed..........+--+++-+ 431 432 damages, appraisal Of .......2+--eee0 Hupre e dees See biseede Mase 1176 GENERAL INDEX. Railroads (Continued): rapid transit, steam railways (continued) : Page. damages, deposit of securities for... ...... iViwase herawiagis Ao increase of, when and how required ............... wee 444 determination of necessity of road .......... cece cece eee wees 429 directors, election of ........... slaeisolennin She Sieseraes sietrorecevanialer’a Ruan ava 434 Fare; Tate OF cewes vay die egies ewe eels oes es sees 6a MRDRA Eee 431 franchises, proviso as to forfeiture .............. er eaihars sates 434 free transportation to policemen and firemen....... a daha 591, 594 gateS ON CATS .....-. eee e ee ee eee saneees veveeee sreeeeeeeee 445 posting of section relative to.......... eee eee eee ener eeee 445 hours of labor ........ eee cece cee e rene enee pe badedia 4 Wieiateiee ee 6 Es 489 incorporation, certificate of .......... cece eee eee eee eens 434 organization, meeting for ......... cscs e eee cee e eee eee eens 434 penalty for violation of article .............. Soak Gees aa ate as 445 posting of section relative to .......... esse eee eens see 445 plans for construction ......-.. see eee eee eee eee eee eens 431 adoption Of .......eeeeee eee jeiena Dea weet ee. 4Bl delivery of plans .......ce cece ee ree n eee oeaeeay wees 487 powers, grant of .........seeeee secre ce ee sceteecsecesereee 435 route, determination of ................ eiteceua aed eaaiaavapamlacanenes 429 abandonment Of .......e ccc ec eeee ee eeeeeeees ges ree 439-444 Portion: Of as saccca teense eas oeels itoae 2 64 ates 467 coinciding with another ..........eeeeee Bdvsieisare resets Biceseaters 436 crossing horse railroad track...... anatase digest eee 436 location of, exceptions relative to ......... sevceeseces 429, 430 stops, trains must come to full stop........seeeececereeeeeee 444 posting of section relative to ..... SESE DOORS aE eLERs 445 wages, cash payment of .............0000ee sing 3 Ak siaee 2 eae 490 real property, acquisition of ............eee8 suatalaue se heunsesddenbia 302, 303 reports to railroad commissioners .......... 0.00. eee eeeeeeee 354, 355 restoration of streams, highways, etc............. cece eee eee eee 306 restriction upon construction of new road ............eeee eee 356, 357 rights aS COMMON CAFTICTS ©... Lecce eee cere eee eee eens 347 route, location Of .......c sec ce cece cece ee shatdiaiiate ys Haare Diapers aiganiainnansas 299 proceedings for. cvvexcaxwisene i sseusd aes bas Mee eevee Ge ce 299 FOVMS: TOPs ices ceyeee ace Os ace occtussen ed arene a sip ranstia-e taveybuatecars 1059-1064 TOUCE, “ChANGE: OF sie carded na svn eRe Gs eddie ew Ripe ore Mad ae eH Se 311 route, location of part in adjoining States .......... iomosesnaee 818 route, location, if partly the same two roads ............0ee veces 314 safeguards, authority to use .......... sre teres ves poeta Lew eiwauies es 349 signals to protect employes .............cceeeeees Mateees teetew B40 signboards at crossings ...... 5 Plas eieiaade ov leyidecace asevovataraue wasewiavdie waa: BLT sleéping and parlor CATS. ssi. 6.cucaaanenee gave omaee ee eee vee eas 339 stations, discontinuance Of ..........0cccececeesees sa Seat Saas. OLD Names Of, TegUlatEd. 6. scres.edcsitne saci e ale wie a'e wienede cde sewed 'ocae 329 steamboats, connecting, tickets and checks for ...........cceeeeces 345 stoves and furnaces, use of, forbidden ......... scabaiare Seacelece 350, 351 exception relative to dining cars ......... ESA OEES .... 850, 351 GENERAL INDEX. cea’ Railroads (Continued): Page. streams, restoration of ..............004. see emeveeesewte recesses 306 streets, restoration of ..............4. peer eee eesceccesecccerss 306 street surface railroads .......... a eae Aduand es Saisie See ear 388 abandonment of part of route .............. a8 Hg WOBM.S Herein 421 application of act to 2.0... . ieee cece cece eee ceeecucces see. 3888 bonds, guarantee Of ......... cc cececsecceccccccevceucece 418, 419 bridges, use of, by......... ccc ccc cee cee «Frees 04 eae 418, 427 construction of road ........... cc cece ees Bag Bhan space aevea a 388, 389 consent of local authorities ...... a Guo hea atais Sarai aid 391-397 conditions in large cities ................00. 399-404, 409 percentage of gross receipts may be required ........ 409 proceedings to obtain ............. 0.0. e cece cece eee 397 TOPS? £2 i idsn.d 2: spnel age seleie eens auc Keabeaeeees 1078, 1079: property owners, consent of.......... Psat GG ohne ok 391 failure to obtain, proceedings thereafter ......... 406 forms for ........... Hig esas eeW ee MORE GS RRS 1076 failure to complete road ...............0.00005 296, 297, 424 Jimitof time AXE ‘os aie qa hac wad ocWaerowe Sede cele aieiey Queen 414 parks and public grounds ............. ccc ec eeeeeeeeee 426 street in which another road runs ..............0ceeeees . 412 dissolution, effect upon consents to construct .......... eases 423 expiration of consents for construction ..............200000% 414 extension Of route sips sc siesene es atecew secede ss deaa veers 388-397 local authorities, consent of ...........0c cc cece eee 391-397 conditions in large cities ................. . 399-405, 409 proceedings to obtain .......... ccc ccc cee eee eee eee 397 POVTAS, POT. wisi. g s diveicos s eae FOav ayes 1077-1079 property owners, consent Of ..........c cece een eeeneeee 391 non-consent of, proceedings in such case......... sees 406 POPS: LOT assis. a ccd ial sib 91s dyeretindel 6 aaiene-< oc Wswalle «474 tee 1076 rivers, extending OVer .......c.cesee cence erect reeeenes 411 extension heretofore made, operation of ............ 473, 474, 486 failure to complete road, effect Of .........c. cee eee ence ee ees 424 ferries, may connect With .......... cc cece cee eee ee eee 418, 419 franchisé; sale: Of .aw<% ssesed ssccewe dese cess ees wre sages s 399-405 free transportation to policemen and firemen.............. 591, 594 guarantee of bonds .......... cece see c cee tenner eeeeenee 418, 419 hours of labor upon ....... cece cece cee ceee cece enenees 488, 489 ice and snow, removal Of ....... cc ccs e cece ee eee e en eee tenes 412 léase Of TOA: .ieciis caesar ce eraecels 6 ie enous chee ee Laaraanoussa ss veeee 381 local authorities, expiration of consents from...............- 414 motive power, and change Of ............ ccc e eee cence eeeeee 414 property owners, expiration of consents from................ 414 part of route, consent to construct ........c cece sence ee eeeee 362 rails, center-bearing not to be used ....-.. 0... sence eee eens 427 TALE Of LATO? «seis ey stares n'a aiasays sis Wl pase’e ee eaeies seeeee 416, 421 revocation of consent to construct ..........+eeee Ais RAe OSs 362 Toute, extension of (see Extension of Route). 1178 GENERAL INDEX. Railroads (Continued): street surface railroads (continued) : Page. sand on tracks, use of ............. Saceae a Ww Yo aa eaatnwd ane 426 streets, repair Of .......--+.seeeeees nat esa veer eats sacestn ie evoneroaene Nie 412 tracks of other roads, use Of......... eee eee cece eeees 412, 418 crossing of, by new road ......--. sss eee e eee eee ences 418 stock corporation law, provisions of, applicable to ..............6.. 80 summer roads, additional provisions ........-.--ee reese eens 353, 354 operation of, months designated ....... 06... eee e reece eee ees 320: rates of fare UPON ........e seer cece creer eens newt Sewanee 320 supervision of roads near canals .........+eeeeeees 292, 293, 312, 313 surrender of stock of leased road....... cc. cece eee e eee ene 384, 385 Switches: << crew ce awww ve see new wia s eeeive we ewes ecu ctl ti ewealenanack 349 interlocking, at grade crossings .......-..++++.65 SAS S264 Be 331 tickets, forgery of, penalty ........ eee cece ee ee eee eee teen nee 621 tickets, sale of, by unauthorized agents...... sieie S eae . 334, 335, 626-628 tickets, statements to be printed thereon ......... sees essen eeeee 629 thistles to be cut ......... cece eee eens Sees aa x Ghat ten oa es . 351 tracks, individuals may build and operate .........eeeeeeeeeeeee . 318 injuries to tracks ............eeeeee ie hed some Swear e eS 633. walking upon, forbidden ..... ReGen s MTS eRe wae iveed ene 351 traffic, exchange Of sic. cssciae es sue a dee Seen oo wines ee ee eee 309, 310 tunnels, construction of .............+6.- aie ode ete siies nea SL4=816 lighting and ventilation of ............+...000- sya ae 6588 468-470 uniform to be worn by employes ............. ila NIN sei eyia tone Saree 618 wages of employe of contractor, liability for .............ese anes 323 cash and weekly payments ...........00eee eens ee 490 watchman at grade CrossingS .........eeeeeeeeee Cette scans 331, 332 waters, acquisition Of ......... cece cee eee ewe ee nee seeeee 302, 303 Weight: Of Tall gasses pesowwe ease os weeds «aes sped MaMa es 324 Railroads, Miscellaneous Acts Relative to: automatic couplers, use of ...............048- ataiens Sane seareivieieds . 483, 484 air brakes, etc., use Of ........ cc eee eee eees pvewecnwesssiwe 482, 483 baggage unclaimed, sale of ................. socesecccscesse 048, 344 bonds of railroads, to make non-negotiable ........cceeeeeeeeenees 495 bonded indebtedness, increase Of ......... ccc ccc acces cccvcues 466, 467. canals and feeders, supervision of roads near ..............- . 292, 293 canals, corporations owning, may operate railroad ..... ita peee ey 463 cemetery lands, roads through, prohibited ...... Se ee «+. 457, 458 conditional sale of personal property, filing of ............ »» 494, 495 corpses, transportationuol 2... seca wks os aed. eae Fe Gee ose meee wos 485 county roads, railroads upon, restrictions .............-..0eeeeee 466 flat or grooved rail to be used ...........ccceccsceeeenseeees 466 paving between tracks ........... ehege es waees sicsvernencdas 466 crossing highways, consent of commissioners ...........-.--ee+008 457 depots, lands held for, not to be crossed by streets ..............04- 478 election of directors, time, change of, in certain cases .............. 463 elevated railways, abandonment of portion of route .............+. 467 GENERAL INDEX. 1179 Railroads, Miscellaneous Acts Relative to (Continued): Page. elevated railroads, to facilitate travel upon .......... ieeswweweees AST equipment and rolling stock, conditional sale of ....... Bitteiedeeverwier: AOA fare, extra, when payable ......... 0... ccc cine cececevecceces ceee 465 rebate tickets for 6.0.0.0... cece cece cece cece eeavceeve «-» 465. forest lands, precautions against fire .......... 0... ccc ccccececece 481 game, transportation of .............ccceccccceeecccccceees 280, 281 gauge, change of ............ dca Sichbuale uaracacas na tonne aaa w ghaeaG 466, 467 intersections and crossings .............00cceeeeceeees sees. 479, 480 highway and street crossings .......... 0.00 cece ceeeeceeees 479, 480 hours of labor to constitute a day ...........ccc cece eee sie iw eer 488-490 immigrants, protection Of ......... 0. cece cece cece eens RAE 459-461 Viens upon railroads for labor ............ 0. cc cee eee eeeeees 493, 494 liquors, sale of, by common carriers ......... 0.200. c eae eececuee 281 Madison avenue, New York city, railroads upon ..............00005 471 milk cans, regulations concerning .............. cc eeeeeeee eens 465 mortgage by railroads 2.0.0.0... ese e cece cece eee ee ee eee enete nes 296 municipal taxes payable to county treasurer ................ 474, 475 New York city, construction of railroads in, regulated ............ 462 oils, regulations concerning ......... 00... cece ccc eee eee eee 464 parades not to interfere with trains ........... 00. ec eee e eee eees 462 parks, railways in and near ........... cece cece ence eee renee 471-473 parks in New York city, use of ......... cece ween eee eee 487 Railroads (Miscellaneous Acts): streets, use of certain, prohibited ............ ccc cere ween recone 487 streets and highways across railroad tracks .............0eeeeeeee 458 tramps, punishment. Of 2224 esau ace nes eens bee dea lea ease wen 399 tunnels, lighting and ventilation of ............ ce cece eee eee 468-470 wages, cash payment of ........... aiid ca ver ean aebv cca cans sa eicviceie AIO Railroad Commissioners: abandonment of route, approval by board ............. eee e eee eeee 421 accidents, investigation Of .......... cece eee eee eee teenies 451 accountant, duties of .............-- aunties MWK AEE Re ja sau ee oe 448 additional accommodations by railroads, duty relative to ..... 451, 452 annual report of board .......... 0. cc cece cece eee e eee e enter eeeene 454 application of ‘the law «ia cx02seuwisexewiaoreness teal teeeseaes 456 appointment of board ........ cece cece eee eee eee ene 446, 447 award of prizes by board, for improved appliances ...............- 456 clerical force, appointment Of ............. cece e eee eee eee 448 connecting roads, powers respecting accommodations .............. 330 construction of new road, consent for .........: eee sree renee 356, 362 discontinuance of stations, consent for ..... 0... 0 ccc eee e een enee 329 eligibility of officers of board ......... cece cece c ene e een eeneees 448 engineers, appointment Of ........ 6c cece cece ee tee eee eee eeees 448 evidence, copies certified by board, may be used as .......... Bose bIES: 454 fees to be collected by the board .......... ce cece cece teen eee e eens 453 freight rates, change of ......... i watas saw VeRe ROS waste ADL; 1180 GENERAL INDEX. Railroad Commissioners (Continued): Page. information to be furnished by railroads ........ cece cece eeeeeeeee 458 inspector, duties of ......... asian asa einieues iseateeawns taneeweicetse 448 marshal, appointment Of .........+ see eeee eee eeeees diueameneadag 447 meetings Of .......++--000- ioe eawad yes pane eee cewene gages 448 MISCONAUCE: OF ccvvecesgeeaecce-a wie din ardvie dew diane a a elude qumase mee ecauale fa aoe 615 oath of office 2.6... 61. cece eee e eee eee aseathapelansts Geaiipato brs a ee 448 part of route, may certify ........-+.4.- Semis sine’ e's ARGS OSH 4 362 passenger rates, change of ............ eeaot again aya Graupisnaene 451, 452 powers and duties of, generally .....-... ees eset teen eee en eee 449 principal office of board .....-.-. eee e ee eee eee eee eee een te eees 448 prohibited acts by board or clerks ...... 6. ee see eee cence eens 454, 455 quorum of board ......- cece eee eee eee eens area cos Seah 449 recommendations of board ....... sae Pee MO DAG EARS RSA EES Os 451, 452 enforcement Of .......--..eeeeee iota Paci dnarstion Bcd? epauasd cove rasae dose beau 452 repairs, duty relative to ........ cece eee ee eet eee eee eee eeee 451, 452 reports of railroads, to prescribe form of .........-.. sess sees eee 450 reports to be filed by State Engineer (repealed)................44. 471 revocation of certificate of consent 1.0... 0... cee cee eee eens 362 safeguards, approval Of 1... .. cece eee rece eee eet e teen ee eneee 350 salaries and expense of board .........ee+e00. ish e SARce eR EA 455 assessed upon railroads ....... cece cece eect tenet en enaee 455, 456 secretary, appointment, powers and duties .............. sri Hh es 447 stations, may consent to discontinuance Of ..........seeeeeeeeeeee 329 subpoenas, issue of, by board .......... svatatiaun’G.¥ Gomes a eenuwie aise mass 453 suspension from Office ...... cc cee e eect eee n ener eee ete ee nene 447 term of office ....... Daiescseesesd elerwrelae s See ee Re oro ore 446, 447 unlawful offers tO... ccc cc ete e cee eee teeta nenes Sonacavebanece 615 violations of law, duty relative to ...... cece cece cece eee eee eae 451 witness before the board, fees Of ....... ce cece eee eee e ree eeeees 453 Railroad Law, The (see Railroads): application of, to previous corporations ...........eeceeee eens 59, 60 Rapid Transit Railways in Cities of over 1,000,000 Inhabitants: act for construction, operation and regulation Of ..........05es 501-563 Real Estate Corporations: condemnation by ............es005 Couns Vass hhewbwd We 20464 2 oie wees 207 Real Property (see also Property): acquisition by condemnation (see Condemnation of Real Property). Receivers (see also Dissolution and Receivers) ..............0005 692-737 Reduction of Number of Directors (see also Directors) ............ 110 Reduction of Capital Stock (see also Capital Stock)............. 152-156 Reincorporation of Existing Corporations: business corporations, proceedings for ..........ceeeeeeeeeee seee 195 qualifications of incorporators, exceptions in such cases....... Ra% 6 ¥ GENERAL INDEX. 1181 Reorganization: Page. corporation formed after foreclosure ...... iisdiage sees week 91 proceedings for organization ..........c.ccccececucecceeeess 91-96 certificate, form fOr . oo... ccc es cea recccecececccscentenseccs 915 Reports (see also Annual Report) ..........c cece cee ee cece eee ee nuns 128 Residents of State: directors, at least one must be .........e ccc eees ee cecceccenccees 47 incorporators, one must be ......... 0 cece eect cece eee eeesenences 6. qualifications generally © 1... .. ccc cece cece cece et teeeeeee 6 exceptions in certain cases 6 Revenue Stamp Provisions ......... ccc ccccee ces ccccceecsereccecees 602, Revival of Corporation: court may order . ......... cee econ eee adiniesd erdyeresbe'sisimeresiejeimarewus: | 2D Rights Accrued: amended certificate does not prejudice .........ccscccecceceeeeees 16 repeals of laws does not affect ........... eeccccctcaccceecs 08, 59 Sale of Franchise and Property: authority fOr secascscvy sans meee d sss s Hesse aew eves 6 ommeee ay 6 132 consent of stockholders required ..........cccececececeeceeereees 132 dissenting stockholders, remedy Of .........cseeeeeecseeeeers 132, 133 appraisal of stock Of ....... cece cece cee c eee e eee eee reese 132, 133 supreme court, powers relative to ........eeeeeeeeeeceees o--. 132, 133 Saving Clause: Mepedlss sel chs OF sssgys sere e's eels Grepsniese ere xy sais ¥igiseusioie, ole'6 svc vid w aseer ears 58 liabilities, not affected by ........cccceeeceee cece teevecteees 58 rights, not affected by i scssawsis es cvsawsouls ov os sas Heweeen ewe 58 Seal: power to have and alter ....... ccc ccc cc ween ccs ee ec ersenerecenes 3 21 private seal, use of authorized .........c cece ec cee erst ereee seeeee 750 Secretary of Corporation (see Officers). Secretary of State: certificates filed and recorded in office Of ..........eseeeeracencce 7 copy certified by, filable in county clerk’s office.............seeeeee 7 evidence in court, may be used for..........:ccceeeeeeeeeee 17, 18. fees, payable to in advance .......... ccc cee cee cee eee eee eeeeeeres 7 transmission of, information relative t0.........cseeseeceeees 79 Shares: number and par value of, may be changed.............-eeeeeeees Ly i proceedings fOr . ......ccceccvcccerccresscersscuersonres - 177, 178 certificate, form of ..... SCOR Ore ron aa 948. Sleeping Cars (see Railroads). Special Elections ‘(see Elections). 1182 GENERAL INDEX. Stage Coach Corporations: Page, certificate of incorporation, requisites of............. sass ges canvas: ZIT filing and recording ...........ceeseeneees seacereeceevecsese = 7 fees payable for ........... sat) cantina Meee ee ks seenseees 1023 FOPM FOF 4) ccsgutdaies Yew Aue RG eee ASO Ss as a eae aaa 1022 classified as stock corporations ............ cc cece ence e eens eneeeee 3 existing routes and extensions ...........:.ceeceeceeceet ee ecenene 218 general corporation law, provisions of, applicable to............... 2 New York city, exception relative to ........ cece cece eee eer eens 217 powers, additional, grant Of ......... cece eee eee tee eter eeeerene 218 route, alteration or exteMSiON ........ cc cece eee e tte e ee neee 217 Certificate Of 6b asisiniweaidauaadsy bea eA ieee AV as 217, 218 form “fO0 5. saced sy cx Satie his Cas SS eos ROGER IE EEGs SOR IN 1023 stock corporation law, provisions of applicable to........... sessee 80 Stamp Act Provisions: . «0.6.45 cscs ieee we ethes ds eas eemEOeeawwEsew 602 Statement to Stockholders: ............. cece cece cree eenneeene Seca s 602 account of assets and liabilities .......... ccc cece eee e enone cess 169 treasurer of corporation, when to furnish............eeseee0e 169 refusal ‘by; penalty -— cscuiumad coves give ieee éoesieseenwnas 169 time to make, how extended ...............00 e866 8 peieietaaien oes, LOD State Constitution (see Constitutional Law). State Taxation (see also Taxation): act relative to annual tax ..........c cece ce eeeeneee ceseeceee 163-862 OTZANIZATION “TAK: s: o5s.jadeney ua sds dake's 245 acweE Ee gles marae seme’ ee 73 tax upon foreign corporations for license ...........c.sseeneeees 76, 77 Statutory Construction Law (see also Construction of Statutes): application of acl 5 sasanmweins ess atened eves sateen soa s evaded 747 PIONISIONS OF te oe toenseneasoee BAe oe bance Sade wa dbsidedvaNegan » 747-762 Statutes Repealed: schedules. Of: vo: ssace e seegas 4 uted deg df codes ai ecasoiens 62-72, 271-273, 762, 866 Stay of Proceedings: actions collusively brought ...........c.ceceevene Agrees daweaicts 46 Steamboats (see also Navigation Corporations): connection of railroads with ..............cccceee Biasiseareiorein seeeee 345 operation of, by railroads in foreign countries...........eceeeeeeee 316 Steam Corporations (see Business Corporations). Stock (see also Capital Stock): acquisition of, in other corporations ............eeeeees tececeeee 135 bonds, convertible into, when to be ..........cccccecees Siuiaeeetes . 81 certificates, to represent ownership .............cecsccucccceesees 135 forgery of certificates, penalty ............... js wene dees 619 forms for certificates ..........0 cc ccccccccccccevceeus 929-933, 944 issue of certificates 60.0... ccc ccc acccececaccevcucececens 135 fraudulent issue, penalty ......... ccc ccccecececvcecs 621, 622 loss of, issue of new certificate .............. iatanaievbickae ave . 167, 168 proceedings in such case ........ sehr Siorbss teeceverveesveses 167, 168 GENERAL INDEX. 1183 Stock (Continued): Page. classification of common and preferred, how provided for.......... 157 consideration for issue. of.............cecececeacces wocncceseesees 148 money, labor or property may be received for............6005- 148 increase or reduction Of ............. ccc ce cccaeccecececccencs 152-156 certificate to be filed 20... .. 0. lc ccc c cece cece cnccencennes 155 various forms for .............ccececceseeeauceeeees 934-943 meeting of stockholders to authorize...............00000% 154, 155 notice to be given 2.0.0... .... ccc cece cece ececeeececnecs 154 LORIN: LOT se: hisses Gahareaats okie abenres ae e's diego eee Was 937 unanimous consent without a meeting ........ ees sees Y 154 money, labor done or property in payment for ............... sees 148 number of shares, change Of ............. ce ceeecccecccueccessces 177 certificate to be filed 2.0... ... ccc cee cece eee ee tee cnseeeene 177 TOrmM FOR? si widuiers weenie setae wsrene de ss seat el eeenee ey os 948 ownership of, in other corporations .............ceceeeeeeeeees 135, 136 authority to acquire, how provided for.................6. 135, 136 partly paid stock, issue Of 0.0... ... cece ee ccc eee eee e eee eee ees 182 payment, when made, liability to cease............. cece ee eee eee 172 exception in case of full liability business corporation.......... 197 exception as to wages of employes ..........cccseseeeeeeeeees 172, 173 purchase of its own stock, when prohibited......./.......0..000 623 preferred, classification of, permitted .............cc cece eee sevens 157 exchange of, for common, how authorized ..............0005: 157 property, issue fOr ...... cc cece cece cece cee e eee ee ee eneteeneee 148 quorum, amount to constitute ........... cece eee e eect eee eeenee 21 by-laws may regulate ........... ccc cece ccc e eee eet eneneees 21 subscriptions for, time of payment ..............cc eee ee eee eeeeee 150 forfeiture for non-payment ........cceereeeeeeercceeseeeceees 150 reissue in such CAS€ ....... cece cece tere eens e eee ceneeenes 150 form of subscription . ......... cece eee eee rece etree eeeeenne 934 transfer of, regulations concerning ..............eeeee ee eeee teens 135 demand for transfer, form Of ..........ccsse cece cence ee enee 933 entry to be made in stock book ...........ee ese eneeneenees 123 FOF MV OL tTANSTER yee os es chiikinec e tk < hes Ses wee te va 931 insolvency, transfer in contemplation of, prohibited.....:..... 158 stockholder indebted to corporation, transfer by, how restricted, 115 voting purposes, transfer for ........ 6. sce e eee ee eee eee tenes 38 Stock Book: Corporations to keep ....... ccc cece cece eee e tee cence eset eeeeees 123 entries to be made in ......... cece cece cece cca e een n eee entenetenes 123 evidence, presumptive, to be ....... cc ce cece cece tee tenet eeneces 123 extracts from, to be permitted .......... ccc cence cece ete eeeeees 123 penalty for refusing ....... 0. .cecee esse cence eee ne cte tens enes 123 form! f0F @ % seu seminal yes or8 Sekue eons areeuee pies Heeesed ye eoke Cees 924 Stock Certificates (see Stock). Stock Corporations: ClASSLACALLON: OF: 5, cic 901s Sidcsiane. seca eeeeanie soos Meee da caw eebunee cers 3 definition: « . seca es cdniuenne seeds wacers os Ga sieiaente ned Badions Uses 4 Office of, where to be located .......cececeeceece ec enereceeeeeenes 5 1184 GENERAL INDEX. Stock Corporation Law: Page. construing, rule relative to ....... ccc e cece cere ener e teen snens 59, 60 provisions Of 2 1... . ccc eee ee eens Poe Awe (ce seenas vase oe 80182 application of, to other laWS .....c.eeeeecee re teceeeeeeeveens 80 Stockholders: administrators, ete., not liable as ........... ee pee es BASING 172, 173 accounting to, for prohibited transfers of property....... se tdieaged 158 by-laws, power to make .......... cee ee cece eee e tenn ene n eee 21, 47 directors when not required to be ........eeeesee evens fs dseeven 107 financial statement, when entitled to ..... eee MNEREL MG CREeaRS 169 liability, when to cease ......... cece eee eee neces eee 2 exception in favor of employes ...........ceeeeeeee eee eee 172, 173 exception in full liability business corporations ......... seas LOT limitations Upon . ....... cece cece eee eee Mex See Ra ee alu 176 LOATIS; CO, “PRORIDIGEd 55 si ntueri sess poset MA ay widen Bawa dea HN 114 misnomer, not available in actions against ................0.. 658, 716 mortgage debt, payment during foreclosure (repealed)............ 167 names of, to be entered on stock book ........... eee cee e eee ees 123 inspection of, by stockholders and judgment creditors......... 123 pledgors of stock, liable as stockholders .......... asp clareauaey 172, 173 preference of, over other creditors, prohibited ................4.. 158 property transfers to, prohibition of certain ....... SR w aan eeet 158 quorum, number to constitute ......... cece cece e eee e ee n eee 21 byzlaws may regulate . si.c: se vss esse ee eidoa seeks ameeee owe 21 remedy, for false. certificate’: iis ici. 060i eae cd dee OS eea nes 130 transfer of stock by, when indebted to corporation..... sabes abepar ane 115 voting by (see Vote). Subscribers (see also Certificate of Incorporation): name in prospectus, inserting without authority, a misdemeanor.... 622 Penal Code provisions concerning fraudulent subscriptions......... 622 Subscriptions to Stock: additional subscriptions, after incorporation, directors may receive, 145 ten per cent payable in cash in certain cases.............0005: 145 forfeiture for non-payment ......... 0... ccc cece cece eee este enue 150 payments upon, time of, general provisions relative to............ 150 money, labor or property may be received for..............05. 148 pipe line corporations, amount for each mile of line .............. 221 railroads, amount for each mile of road ........... 0. cecevecccu ues 284 turnpike, plank-road and bridge corporations, amount required, 253, 254 water-works corporations, percentage required ................ 239, 240 Succession: period of, for specified term ..............000. oh eanibcmaets Wettecigin 1220 perpetual, when to be ..............cccceeeeeeee wmininie ethane a saa 20 right of, conferred ...............ccce eee ees 58:4 Riches eretea Senalacaiern 21 Summons: criminal proceedings against corporations ......... tesa seaeismaes, G42 form Of «6 eonnneetadeines sdonnen cea vice Susie's sda navedaad soneeaale 643 service of . .... GENERAL INDEX. 1185 Supplemental Certificates (see Certificate of Incorporation). Supreme Court: Page. actions collusively brought stayed DY a2esuumersiweeaseateae nas 46 corporate property mortgaged, may direct sale of ................ 96 financial statement to stockholders, extending time to make...... 169 lost certificate of stock ....... 0... cece ccc cece cceeeeceuceunes 167 application for relicf 2.0.0.0... cece ccc cece ec ceeceuuce 167 order for new certificate ......... 000... cc cceseeecueesees 167 bond to be given ......... cc ce cece cece e ee nenaeeenes 168 new election, may order ........... 00. cc cc cece cceuecuccucueus 44 powers, respecting elections ........... 0.0... cece ccc en ceseseaes 44 revival of corporation by, in certain cases...........-..c0.ceccaee 55, 56 Taxation of Corporations: annual by the State ......... ccc eee eee eee Peewee ase 819-856 payable by certain domestic and foreign corporations...... 819-839 exemption of manufacturing and mining companies.... 839-845 consolidation of corporations tax Upon ........... cece ecu ce eeees 73 increase of capital stock, payable only in cases of............. 73 foreign corporations, tax for privilege of doing business.......... 76, 77 increase of capital stock, tax for privilege ............. eee eeeeeee 73 local tax upon domestic corporations ...............e. ee ee eee 769-819 EXeMPtionS. » - cas sics age cdi oes gee weaee ce ens es Sere ene a 770-775 foreign corporations- subject to tax ............s cee eeeeeeee 776 organization of corporations, tax Upon ............ee cece ee eee 73 reorganization of corporations, tax upon .............e.eee eee 73, 74 table of amounts payable for organization ..................5000- 75 Tax upon Organization (see also Taxation of Corporations): act for, provisions Of .ascieis sss deme ve ss saa wewee ve es Basen on cence 78 corporate powers prohibited until paid ................... dlarcere-Siei 7,8 payment thereof to be made to State Treasurer ................ 73, 79 table showing amounts payable ............... cece ween een eeee 75 transmission, regulations ........... 0: sees ee cece ere eeseeee renee 79 Telegraph and Telephone Corporations: certificate of incorporation, requisites of ...........-.6.. eae ea 245 filing and recording .......... cee s cece eect e eset eeneeee 7 fees and organization tax payable ...........0:ee seen eee 1044 LOrMS OF. sve cesowesas cone Nine gore hss GS at ohondl Ouepand b9 ender inte gi 1043 classified as stock corporations ..........0 0. se esee weenie ieee sees 3 consolidations authorized ..........c cece cee ence eee e ee eenees 250 construction of lines . 21... eee cee cece nee n tenet enneeee 247 compensation to owners. ......--6--2 esse eee renee oie e ea wa 247 condemnation law, when applicable ............0 02s. eeeee 247 divulging contents of message, penalty ......... esse ee eeee eee nee 635 extension: of livkes. .. sus sagea ci ce wicneme tv es dediemand noes Neen sae 247 form for...... She vetss s Glee eU eA Oaee evs -eueeew ys aydegaud's 1044 free service to policemen and firemen ..........-..-+---2+0--- 591, 594 general corporation law, provisions of, applicable to............... 2 injury to property, penalty ..... Saga aoa avis ayaeeaaceas ancwea’s, 634 ir 75 1186 GENERAL INDEX. Telegraph and Telephone Corporations (Continued): Page. lease of property and franchises .........-....sseeeeee a alslavene ana. toed 250 sale of property and franchises .......-.-. se eeseee eee e eens Aeadiana’ 2B special policemen, employment by .....-..... 6... s see ee eee eee ees 241 stock corporation law, provisions ef, applicable to ..............., 80 transmission of dispatches ........-.. at Side we Faso wei Bebe aawe Ax . 249 Term of Existence: RRA BE es kv oe Be a ek eee ee es 55 PACT FO cos ks ces CREAR Ee TE ND EAR Ee oa ee Ree eRs 893 Title of Corporate Laws (see Corporate Laws). Tramway Corporations: certificate of incorporation, requisites of ................. saeceee 219 filing and recording ........... eee cece ee eee eter e eee nens 7 fees and organization tax payable .................084. «. 1025 FONT: FOR x as soe ge Rch ape cionls 4 deca Go le esead Siew: Seen OAS Maes maaan 1024 condemnation, may acquire land by ..........ceeeeceeeeeeeeesnees 220 crossing railroad, highway, etc. ........... see e eee ee ee cece eee oe. 220 general corporation law, provisions of, applicable to.............. ; 2 powers, grant of, to ....... eee eee eee eee eee eens 1 wiweeuews's's 220 stock corporation law, provisions of, applicable to ................ 80 Transfer Agent: foreign corporation, books to be exhibited by ...........+..+ svcuee L720 penalty for refusal .......-.-.-. eee eeeeee LSTA OOSEE WES aes 170 Transfer of Stock (see Stock). Transportation Corporations: classification of . ...........4.. isle slubotns jasigene eats Shean ws ae 3 railroad corporations included ..........6 cc see cece nee eneeeeeeee transportation corporations other than railroad included.......... 3 Transportation Corporations Law: ~ bridge corporations (see Bridge Corporations). construction, Of Bet 6. osjece5: dishoapet cn de eeas seighers Peewee ewe Re 270 corporations under, classified as stock corporations................ 3 electric light corporations (see also Electric Light Corporations)... 229 ferry corporations (see also Ferry Corporations) ............0000: 209 gas-light corporations (see also Gas-Light Corporations) ......... 229 general corporation law, provisions of, applicable .............. 2, 209 laws repealed by, schedule of ............. 0... cece eee eee eee 271-273 navigation corporations (see also Navigation Corporations) ....... 215 pipe line corporations (see also Pipe Line Corporations) .......... "991 plank-road corporations (see also Plank-road Corporations) ....... 252 Provisions OF ii ccieau ss ewes hae h eaehe ¥ skates as Owe TERR EEs 209, 273 miscellaneous acts affecting ......... 0. cee cece eee eee eeee 274-282 SAVING CLAUSE 3 nile inare cise amad can Bande Cae Reg ooo maeS o gueanoe 270 stage coach corporations (see also Stage Coach Corporations) ...... 217 stock corporation law, provisions of, applicable ................ 80, 209 telegraph and telephone corporations (see also Telegraph and Tele- phone Corporations) ci sc0s scsnmeceaige so nad ve soe tie pees oR 245 GENERAL INDEX. 1187 Transportation Corporations Law (Continued): Page. tramway corporations (see also Tramway Corporations) .......... rt turnpike corporations (see also Turnpike Corporations) ......../.. 252 water-works corporations (see also Water-works Corporations) ..... 239 Treasurer (see also Officers): appointment of, by directors .......... ccc cece cece ee ecceecee wae AWS financial statement, when to be made by ............cccceeceeeus 169 refusal to make, penalty ........ cece cceeccc ccc eeceaeeeeas 169 time to make, extension of ......... 0. ccc ccc eee ceccccuucccucees 169 powers and duties of gi inswemiendss sid oc dimian ee ounens pac enenela 115 removal of ........ Aeon ga ered ew aE Eg sg Eee gue ea REE BAG HR ELS eo lls Trustees: ° application to, of the word directors ...............0 ccc ceeeeees 4 GORNIGON so sage ccc gate ee kar pe signed sey aw laie 44 HESS SEW 54.4.0 Geet 4 Trustees of Estate: liability, when subject to . 4.0... eee e cece cece eee e eet eneee 172, 173 Trusts: prohibitions by State laws .......... 0. ccc cece eee eee eee tenes 97-101 federal or Sherman act: 2. su0 eevee sea sue saves cba vee ees dee 101-103 Trusts (see Monopolies). Turnpike Corporations: abandonment of road, when authorized ............ccececceceaees 264 acts of directors, prohibition of certain ................ cc cece eee 266 actions for recovery of penalties incurred by corporations ......... 266 agreement for use of highways ............ eee eee cece nee e eee 253 application to board of supervisors .......... 66 e cece eee eee 254 certificate of incorporation, requisites of ............... eee eee eee 252 filing and recording Of i... .4.0:s000¢paye es See ce sedge tae es a fees and organization tax payable upon ................. 1049 LORIMCL ON <3 orgs, 2.4 wae elt Gh cae teat sin a cheaienR hore ach amelie Fase mate 1048 commissioners to lay out roads ............ eee eeeee Sica derhbeeany 255 construction and width of road ........ ccc cece cee eee eee 256 consolidations authorized 22... . 0c. cece cece cece cree eee e nee eeee 263 corporate existence, when to cease ..... 6... cece eee eee eect een eees 267 crossing of road by pipe lines ......... ccc cece ee eee eee tees 224 tramways, crossings DY ........ eee eee ec ete eee ee eee tence 220 directors, certain acts of, prohibited ........... cece cece eee eens 266 stockholders, when all to be directors ..........cce ee eeveeveee 266 dissolution, what to constitute cause for ...... ee ee 267 expiration of existence by limitation of time ..................05- 268 lands of corporation in such case, when town to pay for........ 268 extension of corporate existence ........... se eee eee cence eee eneee 269 certificate thereof, to be filed .......... cee eee cece eee ee eens 269 fOr OT at be3 asa tes 0-0 aceud dug ahd Sa dicaddetala-# Wandvoia ctaveyaiccene eh mehe.d e7eeae auswe 1050 fences, encroachment Of ........ ccc cees cee c cence eee en er eneeceee 265 1188 GENERAL INDEX. Turnpike Corporations (Continued): Page. gates, rates of toll ....... 0... ee ee cere ee ee eee eee see cereesesess 258 changes of rates by board of supervisors .....-...--...-0e eee 279 exemptions from payment of toll .........-..--- eee eee eee eee 258 loeation and change Of ...a06ccckoees sores nes ee eews eee dewde sd. 260 penalty for running a gate 2.0... . see cece eee eee eee eee eee 260 general corporation law, provisions of, applicable to............ 2, 209 highway labor upon line of .......... 0. eee e eee eee eee eee es 268 inspectors, their powers and duties ..........-- 2 ee eee eee eee eee 261 location of road, restrictionS UPOM .....-. sees eee cree eer e re ceees 253 logs and timber, hauling of .......... cece cece crete eee eee ees 265 mile stones, guide posts, etc. 0.1... eee eee eee re eee tener entrees 262 office of corporation, location of ............. eee eee eee ee eens 263 penalty incurred by corporation, actions for ...........-.- see eeee 266 limitation of time for bringing ............ eee cece eee eens 266 proof of incorporation ......... 0. eee eee eee eee ee 266 public highways, use of .............4-- vicltouving saa h Sas eeRRNIaS 253 purchase of road by towns, when authorized .......-..... eee eee 279 rates of toll regulated 1.0.0.0... ccc cc eee cece tenet eee eens 258 change of, by board of supervisors .......... eee eee eee eens 279 exemptions from payment of toll .........-.-. cece eee eee eee +258 real estate, possession and title to ...... cee cece cece cece eee eee eeee 255 roads, commissioners to lay out ........ eee eee eee eee e teen eens 255 route, change Of ....00.c esse ccceue denen ene eens eg tiatbgaay caked dpe sonaaells 262 stock corporation law, provisions of, applicable to ............. 80, 209 SUPTENGER Of ROAM) sa. ioenisad aa HRSG Ga 4 EME SRN OG OD Hae ee 264 taxation and exemption ........ 0.0: ce cece ete eet e eee ne gee etene 264 toll gatherers, regulations concerning ........ee eee ete nee e ee eeees 259 use of turnpike by plank-road ....... 0. cee cece e nsec eects 255 WAGE OF TOA 5:5 io wei esgitiois deen eta dd auanes aie b aeeaas 8% apenas ae saciosteunsecs 256 United States Statutes: interstate commerce ACt ...... cece cece eee e ence nn nnenee 565-589 monopolies, act prohibiting ........... ccc eee eee eee eee eeee 101-103 Usury: defense of, corporations prohibited from interposing .............. 90 Vacancies: directors; filling Of 2.2.00 sessed amssegodeamneds aie £5 stinie £844 D0 107 by-laws to provide for ............. aakind 13a Halas ehcevaan eee oad 107 inspectors of election, how filled .............. cece cece cece ee eee 122 Voluntary Dissolution (see also Dissolution and Receivers): stockholders may consent to ............. sieS-a ordeals 894 Ve eeavones 178 Vote: books, evidence of right to .......- cece cece eee eens 38, 39 CHAMON RS. OE rsa cece sense emard teats wa giedd eve eetaedestrs xe eenenegs ieee C182 cumulative system, number regulated ......... cc ccceee cece ee eeee 38 existing corporations, restored to, certain GENERAL INDEX. 1189 Vote (Continued): Page. oath may be required .................. SHEL MATRA en a tisnneaa 6 42 PINE OF 55 gassing gis aoa Sed Sotelo Ridin da awe eaomick es siereite eh sie 42 TOT. OF asics aed onc tonend a dicwenlevew tad a vy aisteie'y a8 ann suet 59a 42 inspectors may administer ........ 0.0... eee e cece eee eens 42 pledgor of stock, voting by .............. ccc ccececeeescuees 38, 39 POKY, “VOCING DY cic cacsice seni setae s sspeniciapeyar’ SaaS s sae da oe 41 CUTAtIOD 30:5 eae Gea ene cea ise vee muleurs «leeway 44 BW 458 Me seve nena 41 filing Of vez cde ead arosmagursesie ae tease Soem ih Go suiie oe gw wabedenacamuee é 42 revocation ............00. ae eedaenne SdsG aeaveswaahS: asananece rer aiid: woe ie 41 qualifications at special elections ............ cece eee cence ences 44 stockholders, one for each share, unless otherwise provided ......... 38 cumulative voting, when permitted ...... sieisddloraialevs Sree e640 . 38 voting trust agreements ........ ae Lea Sew Wiens Fide oie Wan OSS 38, 39 Waiver of Notice: authorized in certain cases ............ sidie Sates se WSalaas Waa SSG +. 61 forms; for - aw vs sien. gee ea wus 4 eS X AKee teste svenswe ss) DEL, 1006 Wages: assignment of, when invalid .......... sociaieew din eave eeweon: 3492 cash payment Of daw rieme ye camer ante de aemet tte ede sesereseces 490 liability of stockholders for ............ cece eee se eee eeneee 172, 173 receivers, payable by, prior to other claims .............. mite oe dea 731 reduction of, while voting, prohibited ................ dade 609, 641 weekly payment of ............. wine Siewer dana g eias geOaerew 4 arenas .++ 490, 491 Water Companies (see also Water-works Corporations): formation of certain, under Business Corporations Law............ 206 Water-works Corporations: certificate of incorporation, requisite of ...........ee0. seeeee 239, 240 filing and recording of ...........:.eeeeeeeeee éovaeeeer eens 7 fees and organization tax payable upon ................. 1042 form for certificate .........0.eceeeeeee sisi ibveva nee Sipiestene 1039 permit of local authorities to be annexed .............45- 239, 240 FORD LOR © i saiccha aan nna dinun daciand 1a BRR SCENE savew tev eae sx 1041 condemnation of real property .......... cee cece eeee ta eaieme cs 2E4 contracts for water with municipalities ........... io gulssi ee asayariods 241, 244 extension of operationa ..........e cece cece cere enen noes saccewres (248 general corporation law, provisions of, applicable to ............. 2 highways, pipes, etc., IM ...... esse see eee eeeeees Sa vgaweeernenion, ZIG lands to be taken by, survey and map of ..........0-ee00 BSc Sr aae toes 243 local authorities may contract for water ...........6. ssesveceeeee BAL expenses for supply, to be raised by tax ..... jeeveeeeesasages 24 MAP. NA. SUTVEY 4 cicsicm ice asdig 6 6 ew 64 Foie oe elena be eine Bem ae ee a atale ee 243 powers, grant Of sc scssidunees ume cesweeeeees savecncvecccesccnes 243 stock corporation law, provisions of, applicable to .........+.+.-.. 86 Survey and Map ...... ce eeee eee eee eeees se ASEM sea eanaae =) AS water must be supplied by .......cecsecescecevececccecvecseseces 241 eee ors = i i ie