,fBO« Cornell University Law Library The Moak Collection PURCHASED FOR The School of Law of Cornell University And Presented February 14, 1893 , IN HEnORY OP JUDGE DOUGLASS BOARDMAN FIRST DEAN OF THE SCHOOL By his Wife and Daughter A. M. BOARDMAN and ELLEN D. WILLIAMS Cornell University Library KFN534S.W58N3 1891 The new corporation laws of the state of 3 1924 021 908 334 CJorn^U ICam ^rljnol Slihtary Cornell University Library ^Js The original of this book is in the Cornell University Library. There are no known copyright restrictions in the United States on the use of the text. http://www.archive.org/cletails/cu31924021908334 THE NEW CORPORATION LAWS OP THE State of New York, AB BEVIBED BY THE Commissioners of statutory revision, Passed by the Legislature of i890, AND Amended in 189i, TOGETHEB WITH Copious Forms of Certificates under the Various Acts, Contain. ING also Instructions for Incorporation and for Effect- ing Changes in Existing Stock Companies, Useful Tables Relative to the Statutory Pay- ments, an Alphabetical Index and a Convenient Table of Contents. By PEANK white, Examiner of Corporations in the Office of the Secretary of State. Annotations and References to the Derivation of Each Section of the New Laws. Bt frank white and EDWARD J. GRAHAM. Oou nselors-at-la w. SECOND EDITION. ALBANY, N.Y.: JAMES B. LYON, LAW PUBLI8HEB. 1891. COPTKIGHT, 1890, BT FKANK WHITE. COPYRIGHT, 1891, By FRANK WHITE. il PREFACE. The aim of the editor in the preparation of this work has been to furnish to men engaged in the activities of the legal profession and business life, a reliable guide and assistant in the organization of new corporations and in the consummation of the numerous changes which may be made in those already in existence; likewise to pre- sent in a convenient volume the new corporation laws of the State of New York, annotated, and with references to the statutes repealed, showing the derivation of each section of the new enactments. The averments to be set forth in certificates drawn under the new laws differ in most cases from those under the old system, and to meet these new requirements there is presented in this volume the editor's new system of corporation forms. The practitioner has heretofore com- plained that the publications on corporation laws generally give a meager number of forms of certificates and omit those which are the most difficult, and, therefore, the most necessary. The endeavor has been to present in this work not only tlie forms of papers that are in frequent use, but also those which are but seldom required. As noteworthy examples of the latter class the form of certificate of incorporation by purchasers of the property and franchises of a stock corporation, the form of joint agreement for consolidation of railroad corporations, and form for con- solidation of business corporations, are cited, neither of which has hitherto been published. In preparing these iv PREFACE. forms the growing popular demand of the legal profes- sion has been recognized that redundancy, verbosity and reiteration are rather to be shunned than courted ; that perspicuity and conciseness of expression are the great desideratum, at the same time keeping in view the stat- utory requirements, so that brevity shall not defeat a strict compliance with all the provisions of the law under which the paper is to be drawn. The forms contained herein are subjoined to the pro- visions of the law under which each is drawn, and suc- ceeding every form are notes relative to the payments to be made upon the filing of certificates. This information is repeated wherever necessary, so as to avoid references to other pages which are always annoying. The laws published in this volume were passed by the Legislature last winter, upon the report of the commis- sioners of statutory revision. Chapter 289 of the Laws of 1889 authorized the appoint- ment of three commissioners to prepare and report to tha next Legislature bills for the consolidation and revision of certain general statutes upon specified subjects, and of such other general statutes as the commissioners might consider most in need of consolidation and revision. Hon. Isaac H. Maynard, Prof. Charles A. Collin and Hon. Eli C. Belknap were appointed such commissioners, and they reported to the Legislature of 1890 bills, among others, revising the following topics : 1. The laws applicable to all corporations, designated the General Corporation Law (chapter 563 of the Laws of 1890, post pages 1-21). 2. The laws applicable to all stock corporations, desig- nated the Stock Corporation Law (chapter 564 of the Laws of 1890, post pages 23-77). PREFACE. V 3. The laws applicable to railroads, designated the Bailroad Law (chapter 565 of the Laws of 1890, post pages 79-204). 4. The laws applicable to transportation corporationSj other than railroads, designated the Transportation Cor- porations Law (chapter 566 of the Laws of 1890, post pages 205-289). 6. The laws applicable to business corporations, desig- nated the Business Corporation Law (chapter 567 of the Laws of 1890, post pages 291-329). The above are all the bills relative to corporations reported by the commission to the Legislature of 1890, and became laws to take effect May 1, 1891.. The commission also recommended to the Legislature a plan for completing the revision of the general statutes of this State. By chapter 313 of the laws of 1890, the commissioners were authorized to continue their work during the present year, and make such reports of further revision to the Legislature of 1891 that the entire work may be completed by the Legislature of 1892. The Legis- lature signified its approval of the plan and work of the commission, and there is reasonable possibility that the long-delayed and much needed revision of the statutes of this State will soon be accomplished. The plan and principles adopted by the commission are set forth in the notes which accompanied their report to the Legis- lature. Such notes are reproduced in this volume as an introduction to each of the laws to which they respec- tively relate. In addition there has been appended to each section of the new statutes references in brackets, thus [ ], showing their derivation from the laws superseded. The plan of the commissioners in the arrangement of sections has been to number consecutively under each vi PREFACE. chapter, except that when subdivided into articles, a gap occurs in the numerical order of sectioning between the articles. This causes no inconvenience in finding sections, and allows for internal expansion by amendments of new matter with sections to fill the blank spaces in proper symmetrical connection. TEANK WHITE. Albany, October 29, 1890. PREFACE TO SECOND EDITION. "Contrary to the general expectation very few modifica- tions or changes in the revised corporation laws, as passed by the Legislature of 1890, were made by the Legislature of 1891, so that the publication of a new edition of this work is not necessitated by reason of such considerations, but arises from a much more satisfactory condition of affairs. The generous patronage afforded the work by the legal profession has exhausted the first edition and resulted in the issuance of this, the second edition, con- taining in their entirety the revised corporation laws of 1890, together with all legislation of 1891, amendatory or supplemental thereto. Included in the new matters which it has been deemed advisable to insert in this volume are the following : A consolidated schedule of all corporation laws repealed ; a table showing the corresponding acts of the revision, and an opinion of Attorney-General Tabor, given to the Commissioners of the Land Office, May 28, 1891, which is of interest on the question of construction of the revised laws. FEANK WHITE, Albany, June 15, 1891. TABLE OF CONTENTS. THE GENEBAL COEPOKATION LAW. PAGB. Section 1. Short title 5 2. Definitions ; . . . 6 3. Filing and recording certificates of incorporation . . 6 4. Corporations of the same name prohibited 7 5. Amended certificates 8 6. "When copy certificate may be filed 9 7. Certificate and other papers to be evidence 9 8. General powers .* 10 9. Incidental powers 11 10. When additional lands may be acquired 11 11. May hold property in other states 11 12. When foreign corporations may hold real estate 12 13. May purchase at mortgage foreclosure 12 14 Banking powers prohibited 12 15. Powers of supreme court respecting elections 13 16. Stockholder or member may stay proceedings in action collusively brought 13 17. Majority to act 14 18. Corporation not dissolved for failure to elect direc- tors 14 19. Directors to be trustees in case of dissolution 14 20. Their powers as such trustees 15 21. Forfeiture for non-user 15 22. Extension of corporate existence , 15 23. Laws repealed 19 24. Saving clause 19 25. Construction 19 26. When to take effect 20 Schedule of laws repealed 20 Forms. Amended certificate to supply omission 8 Consent for extension of corporate existence of stock corporations 16 Consent for extension of corporate existence of ottier than stock companies 18 X TABLE OF CONTENTS. THE STOCK CORPOKATION LAW. Article I. Oeneral Powers; Reorganization. pAosr. Section 1. Short title 25 2. May borrow money and mortgage property 25 3. Purchasers at sale of corporate property and fran- chise may beiome a corporation - 27 4. Contents of plan of agreement 31 5. Sale of property; possession of receiver and suits against him 32' 6. Stockholder may assent to plan of readjustment ... 33 7. Combinations prohibited 34 Forms. Certificate of incorporation by purchasers of corporate property 28- Article II. Directors and Officers ; their Election, Duties and Liabilities. Section 20. Directors 34 21. Change of number of directors 35 22. When acts of directors void 39i 23. Liability of directors for dividends not made from surplus profits ^ 40 24. Liability of directors for unauthorized debts and over-issue of bonds 41 25. Liability for loans to stockholders 41 26. Transfers of stock by stockholder indebted to cor- poration 42; 27. Officers 42, 28. Oath of Inspectors 42, 29. Books to be kept 45 30. Annual report 46. 31. False certificates, liability for 50 Forms. Certificate for increase of number of directors 35 Certificate for reduction of number of directors 37 Certificate and oath of inspectors 43 Annual report 47 Article III. Stock; Stockholders, their Bights and Liabilities. Section 40. Stock, personal estate, corporation not to purchase, 51 41. Subscription to stock 62 42. Must be paid for in cash, exceptions 53 43. When payment of subscription to be made 53 44. How stock may be increased or reduced 54 45. Notice thereof to be given 54 46. Meeting of stockholders for that purpose 55 47. Exchange of preferred for common stock 62 48. Certain tranfers of stock and property prohibited . . 63 49. Stockholders may pay proportional share of de- faulted bonds gj TABLE OF CONTENTS. xi PAGE. Section PO. May compel execution of duplicate of lost certi- ficate 61 51. Proceedings in such cases 64 52. May require statement of financial condition to be rendered 65 53. May call meeting to elect directors 66 ^i. How stockholders may vote 67 55. When to vote at special election of directors 70 56. When transfer agent of foreign corporation to exhibit books 70 57. Liabilities of stockholders 70 58. Limitation of liabilities 73 FoKMS. Certificate of stock 52 Certificate of increase of capital stock 56 Certificate of reduction of capital stock 5& Proof to obtain Comptroller's approval of reduction of capital stock 62 Proxy from a stockholder or bondholder 69 Certificate of full payment of capital stock 72 Abticle IV. Miscellaneous Provisions. Section 70. Laws repealed 7i 71. Saving clause 74 72. Construction 75 73. When to take effect 75 Schedule of laws repealed 75 THE KAILROAD LAW. Article I. Organization; General Powers; Location. Section 1. Short title 86 2. Incorporation 86 3. Supplemental certificate 90 4. Additional powers conferred 90 1. Entry upon lands for purpose of survey 91 2. Acquisition of real estate 91 3. Construction of road 91 4. Intersection of streams, highways, planks roads, turnpikes and canals f" 91 5. Intersection of other roads 91 6. Buildings and stations 92 7. Transportation of persons and property 92 8. Time and manner of transportation 92 9. Purchase of lands and stock in other states. . . 92 5. When corporate powers to cease 92 6. Location of route 93 xii TABLE OF CONTENTS. PAOE. Section 7. Acquisition of title to real estate 95 8. Of state lands 97 9. Construction of road across Indian lands 97 10. Through Chautauqua assembly grounds 98 11. Intersection of highways, additional lands for 98 12. Intersection of other railroads 99 13. Change of route or grade 100 14. Construction of part of line in another state 104 15. Two roads having the same location 104 16. Tunnel railroads 105 17. Eailroads in foreign countries 107 18. Additional corporate powers of such roads 108 19. Location of principal office of such road 109 20. Individual, joint-stock association, or other corpo- ration, may lay down and maintain railroad tracks in certain cases 109 Forms. Certificate of incorporation . . 87 Certificate of change of route 102 Article II. Construction, Operation and Management. Section 30. Liability of corporation for laborers' wages Ill 31. Weight of rail 112 32. Fences, farm-crossings and cattle-guards 112 33. Sign-boards and flagmen at crossings lU 34. Notice of starting ; no preference '. 115 35. Accommodation of connecting roads 115 36. Locomotives must stop at grade crossings 116 37. Eates of fare 117 38. Legislature may alter or reduce fare 119 39. Penalty for excessive fare 119 40. Passenger refusing to pay fare may be ejected 119 41. Extra fare for sleeping car 120 42. Persons employed as drivers and conductors 120 43. Conductors and servants must wear badges 121 44. Checks for baggage 121 45. Penalty for'injury to baggage 122 46. Unclaimed freight or baggage 122 47. Tickets and checks by steamboats 123 48. Eights and liabilities as common carriers 125 49. Duties imposed 1-26 1. Kind of switches to be used 126 2. Warning signals 126 3. Guard posts 126 4. Automatic couplers 127 5. Automatic or other safety brake 127 6. Tools to be kept in passenger car 127 7. To provide water for passengers 127 TABLE OF CONTENTS. xiii PAGE. Section 50. When other safeguards may be used 127 51. Stoves and furnaces prohibited 128 52. Must cut Canada thistles 128 53. Eiding on platform and walking on tracks 129 54. Corporations may establish ferries 129 55. What railroads may cease operations in winter 130 56. Mails 130 57. Corporations must make annual report 131 58. Wheu conductors and brakemen may be special policemen 132 Aeticle III. Consolidation, Lease, Sale and Reorganization. Section 70. Consolidation of corporations owning continuous lines 133 71. Conditions l.'ii 1. Joint agreement; amount of capital stock ^34 2. Agreement to be submitted to meeting of stock- holders 135 72. New corporation ; rights of 144 73. Bights of creditors and lienors, not to be impaired, 144 74. Assessment of property of new corporation 145 75. Stockof municipal corporations how represented.. 145 76. Foreclosure of mortgages made by consolidated railroads partly in the state 145 77. Powers of corporations of other states 146 78. Corporations may contract with each other for use of road ■. 147 79. Lessees of railroad may acquire stock therein 148 80. Consolidation or lease of parallel or competing lines prohibited 149 81. Mortgagee may purchase at foreclosure sale 149 82. Certificates of stock may be issued after foreclosure in certain cases 150 83. Liabilities of reorganized railroad corporations 150 Forms. Joint agreement for consolidation 136 Article IV. Street Surface Railroads. Section 90. Street surface railroads ; general provision 151 91. Consent of owners of property and municipal authorities 152 92. Consent of municipal authorities ; how procured . . 153 93. Condition upon which consent shall be given ; sale of franchise at public auction 153 94. Proceedings if property owners do not consent — 155 95. Percentage of gross receipts to be paid in cities and villages ; report of offlcers 156 siv TABLE OF CONTENTS. PAGE. Section 96. Extension of routes over rivers ; terminus in other counties; proceedings when property holders ■withhold consent 158 97. Use of tracks of other roads 159 98. Eepair of streets ; rate of speed removal of ice and snow 159 99. Within what time road to be built 160 100. Motive power ■. . . . 160 101. Bate of speed 161 102. Construction in street where other road is built 161 103. Corporations may contract with each other for use of road 162 104. Contract must be submitted to vote of stockhold- ers 163 105. Contracting corporations to carry for one fare; penalty 164 106. Effect of dissolution of charter as to consents 164 107. Corporate rights saved in case of failure to com- plete road ; right to operate branches in certain cases ; conditions ; former consents ratified ; limi- tation 165 108. When sand may be used on tracks 167 109. Boad not to be constructed upon ground occupied by public buildings or in public parks 167 Article V. Other Railroads in Cities and Counties. Section 120. Application for railway; appointment of commis- ers 168 121. Oath and bond of commissioners 1G9 122. First meeting of commissioners 169 123. Determination of necessity of road and of route . . . 169 124. Adoption of plans ; when road to be built ; rate of fare 171 125. Appraisal of damages ; deposit of money as secu- rity 171 126. Articles of association ; forfeiture 173 127. Organization of corporation 174 128. Delivery of certificate by commissioners ; affidavit of directors ;' 175 129 Powers of corporation 175 130. Crossing of horse railroad track 177 131. Coincidence of routes ; connections with other rail- roads, depots and ferries 177 132. Transfer of plans by commissioners 178 133. Filing and confirmation of report as to damages . . 179 134. Pay of commissioners 180 TABLE OF CONTENTS. xv PAGB. Section 135. Quorum ; term of offlce ; removal ; vacancies 180 136. Proceedings for abandonment of route; new com- missioners ; their powers and proceedings 181 137. When further deposits may be required 187 138. Trains to come to full stop , 187 139. Gates 188 140. Penalties 183 141. Sections of article to be posted 189 Article VI. The Board of Railroad Commissioners. Section 150. Appointment and term of oflQce of railroad com- missioners 189 151. Suspension from office 190 152. Secretary and marshal to board 190 153. Other officers of board 191 151. Oath of office ; eligibility of officers of board 191 155. Principal office and meetings of board 192 156. Quorum of board 192 157. General powers and duties Of board 192 158. Reports of railroad corporations 194 159. Investigation of accidents 194 160. Recommendations of board where law has been violated ■. 195 161. Recommendations of commissioners when repairs are necessary 195 162. Action of board not to affect legal rights 196 163. Corporations must furnish necessary informa- tion , 197 164. Attendance of witnesses 197 165. Fees to be charged and collected 197 166. Annual report of board 198 167. Certified copies of papers filed to be evidence 199 168. Acts prohibited , 199 169. Salaries and expenses of members and officers of board . . . .^ 200 170. Total annual, expense to be borne by railroads 200 171. Application of this article 201 Aeticle VII. Miscellaneous Provisions. Section 180. Laws repealed 201 181. Saving clause 201 182. Construction 202 183." When to take effect 202 Schedule of laws repealed 202 xvi TABLE OF CONTENTS. THE TEANSPOBTATION CORPOBATIONS LAW. Article I. Ferity Corporations. page. Section 1. Short title of chapter 207 2. iQcorporation of ferry corporations 207 3. Payment of capital stock 209 4. Powers 210 5. Effect of failure to pay in capital stock 210 6. Posting schedule of rates 210 FoEMS. Certificate of incorporation 208 Affidavit as to payment of one-half of capital stock — 209 Article II. Navigation Corporations- Section 10. Formation of corporation 211 11. Navigation between additional ports 214 12. Payment of capital stock 214 13. Ferries unauthorized 216 Forms. Certificate of incorporation 212 Certificate of full payment of capital stock 214 Article III. Stage Coach Corporations. Section 20. Incorporation 216 21. Alteration or extension of route 218 22. Powers 218 Form. Certificate of incorporation 217 Article IV. Tramway Corporations- Section 30. Incorporation 219 31. Powers 221 32. Condemnation of real property 222 33. Crossings 222 Form. Certificate of incorporation 220 Article V. Pipe Line Corporations. Section 40. Incorporation 223 41. Location of line 226 42. Condemnation of real property 228 43. Railroad, turnpike, plank-road and highway cross- ings 229 44. Crossings of canals, rivers and creeks 229 45. Consent of local authorities 230 46. Construction through villages and cities 231 TABLE OF CONTENTS. xvii „ PAGE. SECTION 47. Over Indian reservations 231 48,. Over state lands 231 49. Additional powers 232 50. Use of line to be public ; storage ; liable as common carriers ; rates and charges 233 51. Beceipts for property ; cancellation of vouchers. .. 234 52. Monthly statements 234 53. Fences, farm crossings and use of line not inclosed, 235 54. Taxation of property 236 FoBM. Certificate of incorporation 224 Article VI. Gas and Electric Light Corporations. Section 6u. Incorporation 236 61. Powers 240 62. Appointment of inspectors of gas meters 241 63. Deputy inspectors 242 64. Inspection of gas meters 242 65. Gas or electric light must be supplied on application 243 66. Deposit of money may be required 244 67. Entry of buildings to meters or lights 245 68. Refusal or neglect to pay rent 245 69. No rent for meters to be charged 246 70. Price of gas 246 Forms. Certificate of incorporation of gas company 237 Certificate of incorporation of electric-light company, 239 Article VII. Water-works Corporations. Section 80. Incorporation 247 81. Must supply water; village trustees may contract for same ; tax therefor 251 82. Powers 252 83. Survey and map 252 84. Condemnation of real property 252 85. Corporation may contract with other towns or vil- lages ; amended certificate 253 Form. Certificate of incorporation 248 Article VIII. Telegraph and Telephone Coiporations. Section 100. Incorporation 254 101. Extension of lines 256 102. Construction of lines 258 103. Transmission of dispatches 259 104. Consolidation of corporations 259 105. Special policemen 260 xviii TABLE OF CONTENTS. FAOE. FoEMS. Certificate of incorporation 254 Certificate of extension of lines 257 Article IX. Turnpike, Plank-road and Bridge Corporations. Section 120. Incorporation 261 121. Bestriction upon location of road 266 122. Agreement for use of highway 266 123. Application to board of supervisors 267 124. Commissioners to lay out road 268 125. Possession of and title to real estate 269 126. Use of turnpike road by plank-road 269 127. Width and construction of road 270 128. Construction of bridges 271 129. Certificate of completion of road or bridge 271 130. Toll-gates and rates of toll, and exemptions 272 131. Toll gatherers 273 132. Penalty for running a gate 273 133. Location of gates and change thereof 274 134. Inspectors, their powers and duties 275 135. Change of route, extensions and branches 277 136. Milestones, guide-posts and hoist-gates 277 137. Location of office of corporation 278 138. Consolidation of corporations, sale of franchise. . . 278 139. Surrender of road 279 140. Taxation and exemption 280 141. Hauling logs and timber 280 142. Encroachment of fences 281 143. Penalty for fast driving over bridges 281 144. Acts of directors prohibited 281 145. Actions for penalties 282 146. Proof of incorporation 282 147. When stockholders, to be directors 282 148. Dissolution of corporation, road to be a highway. 283 149. Town must pay for lands not originally a highway 283 150. Highway labor upon line of plank-road or turnpike 284 151. Extension of corporate existence 285 EoBMS. Certificate of incorporation of turnpike or plank-road company 262 Certificate of incorporation of bridge company 264 Article X. Miscellaneous Provisions. Section 160. Laws repealed 286 161 . Saving, clause 286 162. Construction <287 163. When to take effect 287 Schedule of laws repealed 287 TABLE OF CONTENTS. zix THE BUSINESS COBPOBATION LAW. ^.^oe. Section 1. Short title of chapter 293 2. Incorporation 294 3. Restriction upon commencement of business 297 i. Adoption of by-laws 298 5. Eeorganization of existing corporations 303 6. Payment of capital stock 307 7. Liabilities of stockholders 309 8. Extension of business 310 9. Change of place of business 310 10. Taxation 312 11. Place of business ; assessment 313 12. May hold stock in certain corporations 314 13. Corporations may consolidate; agreement therefor, 314 14. Agreement to be submitted to stockholders ; stock of those objecting appraised and paid for 315 15. Powers of consolidated corporations 323 16. Property, etc., transferred to new corporations 323 17. Eights of creditors 324 18. District steam corporations; must supply steam; penalty ; deposit may be required 324 19. Agent authorized to enter buildings and examine meter ; penalty for interference 325 20. When agent may enter and cut off steam 326 21. Laws repealed 327 22. Saving clause 327 23. Construction 328 24. When to take effect 328 Schedule of laws repealed 328 Forms. Certificate of incorporation 295 Certificate prior to transaction of business 299 Certificate for reorganization of existing corporation . . 304 Certificate of full payment of capital stock 308 Certificate of change of principal place of business 311 Joint agreement for consolidation 317 MISCELLANEOUS. Consolidated schedule of laws repealed 331 Rapid transit act of 1891 379 Change of gauge of railroads (act of 1891) 385 Street surface railroads (act of 1891) 386 Elevated railroads, abandonment of route 387 Wages, cash payment, by certain companies 393 Wages, weekly payment, by certain companies 394 Tunnel act of 1891 389 Table Showing Fees Payable at the Office of the Secretary of State and County Clerks' Offices upon Corporation Papers. ' [Copyright, 1890, by Fkakk White.] LIST OF FOEMS. ■a a o . £g O Pi [S Fees in the office op the Secketaet of State, I ^1 * •a st! OKr5 ma o ^• ■Sss ego ■Sol's" .£■3055 Is' Amended certificate to supply omission Consent for extension ol corporate existence of stock company Consent for extension of corporate existence of other than stock companies Certificate of Incorporation by purchasers of property and franchises of railroad company* Certificate of incorporation by purchasers of property and franchises of other than railroad companies* Certificate of increase of number of directors, . . Certificate of reduction of number of directors. . Certificate and oath of inspectors Annual report Certificate of stock Certificate of increase of capital stock.* Certificate of reduction of capital stock Proof to obtain Comptroller's approval of re duotlon of capital stock Proxy from a stockholder or bondholder , Certificate of full payment of capital stock Certificate of incorporation of railroad oomp'y* Certificate of ohanee of route of railroad Joint agreement for consolidation of rallroau companies* Certificate of incorporation of ferry company* . . Affidavit as to payment of one-half of capita] stock of ferry company Certificate of incorporation of navigation company* Certificate of full payment of capital stock of navigation company Certificate of Incorporation of stage coach company* Certificate of incorporation of tramway comp'y* Certificate of incorporation of pipe line comp'y Certificate of incorporation of gas company*. Certificate of incorporation of electric light company* Certificate of Incorporation of water-works company* Certificate of incorporation of telegraph and telephone company* Certificate of extension of lines of telegraph and telephone company Certificate of incorporation of turnpikeor plank-road company* Certificate of incorporation of bridge comp'y* ' Certificate of incorporation lof business cor- pora.tlon* Certificate of business corporation" prior "to transaction of business . Certificate of reorganization of existing busi- ness corporation* Certificate of full payment of capital stock of business corporation Certificate of change of principai bffloeof business corporation Joint agreement for consolidation "of "busi ness corporations* Hi) 72 8T lOJ 136 208 209 212 2U 217 220 224 237 239 248 254 267 262 261 295 299 301 308 311 317 $26 00 10 00 25 00 15 2S 00 10 00 15 15 15 10 00 15 16 10 GO 10 00 10 GO 10 00 15 15 15 15 10 00 16 10 00 16 10 00 15 15 10 00 10 00 16 16 10 00 16 10 00 16 15 15 10 00 15 15 16 16 16 16 15 16 16 15 15 15 16 15 16 16 16 16 16 15 16 16 15 15 16 15 16 16 15 15 15 15 tbiS work.""" '""^"""^ '"""*°^ ''"™''"' '^ "P=«^1 u„d„ eacnf"the fo?Sf publfsheTf; Tabulated Organization Tax Schedule Showing One- eighth of One Per Cent on Various Amounts. ICopyrlght, 1890, by Feank White.] Amount. Tax. $100... $0 13 200 ,25 300 38 400 50 500 63 600 75 700 88 800 1 00 900 1 13 1,000 1 25 1,500 1 88 2,000 2 50 2,500 3 13 3,000 3 75 3,500 4 38 4,000 5 00 4,500 5 03 5,000 6 25 5,500 6 88 0,000 7 50 6,500 8 13 7,000 8 75 7,500 9 38 8,000 10 00 8,500 10 63 9,000 11 25 9,500 11 88 10,000 13 50 15,000 18 75 30,000 25 00 ■25,000 31 35 30,000 37 50 35,000 43 75 40,000 50 00 45,000 56 35 50,000 62 50 55,000 68 75 60,000 75 00 65,000 81 35 70,000 87 50 75,000 93 75 80,000 100 00 85,000 106 25 90,000 112 50 95,000 118 75 100,000 125 00 Amount. Tax. 1125,000 $156 25 150,000 187 50 175,000 318 75 200,000 250 00 225,000 381 25 250,000 313 50 275,000 343 75 300,000 375 00 335,000 406 35 350,000 437 50 375,000 468 75 400,000 500 00 425,000 531 25 450,000 562 50 475,000 593 75 500,000 625 00 535,000 656 35 550,000 687 50 575,000 718 75 600,000 750 00 635,000 781 35 650,000 812 50 675,000 843 75 700,000 875 00 725,000 006 35 750,000 937 50 . 775,000 968 75 800,000 1,000 00 835,000 1,331 35 850,000 1,063 50 875,000 1,093 75 900,000 1,125 00 925,000 1,156 35 950,000 1,187 50 975,000 1,318 75 1,000,000. ^ 1,350 00 1,350,000.* 1,563 50 1,500,000 1,875 00 1,750,000 3,18X50 3,000,000 3,500 00 3,000,000 3,750 00 5,000,000 6,250,00 10,000,000 13,500 00 15,000,000 18,750 00 20,000,000 25,000 00 35,000,000 , 31,350 00 THE ORGANIZATION TAX ACT. CHAP. 143. Aj? Act to tax stock corporations for tlie privilege of organization. Passed April 16, 1886 ; three-flfths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows : Section 1. Every corporation, joint stock company or association incorporated by or under any general or special law of this state, having capital stock divided into shares, shall pay to the state treasurer, for the use of the state, a tax of one-eighth of one per centum upon the amount of the capital stock which said corpora- tion, joint stock company or association is authorized to have, and a like tax upon any subsequent increase thereof. The said tax shall be due and payable upon the incorporation of said corporation, joint stock company or association, or upon the increase of the capital thereof; and no such corporation, joint stock company or association shall have or exercise any corporate powers until the said tax shall have been paid. And the secretary of state and any county clerk shall not file any certificate of incor- poration or articles of association, or certify or give any certificate to any such corporation, joint stock company or association, until he is satisfied that the said tax has been paid to the state treasurer ; and no such company incorporated by any special act of the legis- lature shall go into operation or exercise any corporate powers or privileges until said tax has been paid as aforesaid. But this act shall not apply to literary, scientific, medical and religious corporations, or corporations organized under the bank- ing laws of this state, or under chapter one hundred and twenty- two of the laws of eighteen hundred and fifty-one, entitled " An act for incorporation of building, mutual loan and accumulating fund associations," and the acts amendatory thereof. § 2. The taxes imposed by this act and the revenue derived there- from, shall be applicable to the general fund and for the payment of those claims and demands which shall constitute a lawful charge upon that fund. {As amended by chapter 284, Laivs of 1887.) Information as to Transmission of Corpora- tion Papers and Statutory Payments. From experience it is believed that a few suggestions will not be amiss for the benefit of many persons by whom corporation papers are transmitted for filing by mail. The one-eighth of one per cent tax upon the capital stock for the privilege of organization of a 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 by certified check, New York draft or money order. Make all such remittances payable to the order of " State Treasurer." The corporation certificates should be mailed with a sepa- rate letter in a separiate envelope addressed to Secretary of State, Albany, N. Y., together with the filing and recording fees of that office. All checks, drafts, etc., for such fees should be made payable to " Secretary of State." Do not send any certificate intended for filing in the office of the Secretary of State to the office of the State Treasurer, as is often done. On the other hand, do not forward the one- eighth of one per cent organization tax to the Secretary of State. The statute provides for its payment to the State Treasurer. Objects for which Business Corporations may be Formed. It would be impossible to enumerate all the various pur- poses for which a company may be formed imder the Business Corporation Law. This table indicates only a small portion, to wit : Conducting any kind of manufacturing, mining, mechani- cal, chemical, agricultural, horticultural, mercantile or com- mercial business. Purchasing, taking, holding and possessing real estate and buildings, and selling, leasing and improving the same; lay- ing out and subdivision of lands into building lots and villa plots, and the improvement and sale thereof. Owning, constructing, maintaining, using, operating or leasing elevators, warehouses, docks, wharves and basins. The making, purchasing and selling of materials for the construction of buildings ; constructing and using machines for the raising of vessels or other heavy bodies. Collecting, storing and preserving ice, preparing it for sale, transporting and vending the same. Propagating, cultivating and developing the different varieties of grape and the manufacture of wines and brandies therefrom, and cultivating sugar cane, cottctn, rice, tobacco, indigo and other products of the earth, preparing the same for market, and for transporting and disposing of the same. Purchasing, acquiring, maintaining and improving real estate for residences, homesteads and apartment-houses, to be leased and conducted by the corporation so formed, and occupied by the stockholders thereof and others. Purchasing, acquiring, maintaining, improving and man- aging a building or buildings, which shall contain a hall for public meetmgs, fairs, exhibitions and entertainments, or building, leasing and operating opera-houses, rinks, etc. OBJECTS OF BUSINESS COEPORATIONS. xxv Constructing and using machines for dredging and filling of land and dock building, or the construction and operation of inland wharves and basins, and the purchase, improve- ment and sale thereof. Beceiving, obtaining, collecting and accumulating items and matters of news, and selling, vending, furnishing and supplying the same. Importing and exporting goods, wares and merchandise. Erecting a building or buildings for hotel purposes, or for keeping hotels, or for either or both of such purposes. Managing or keeping restaurants, boarding-houses, etc. Bottling beverages of aU kinds. Purchasing bills of exchange, promissory notes and other evidences of indebtedness, and selling the same. Dealing in stocks, bonds, mortgages, etc. Carrying on a mercantile agency, for giving information to persons engaged in trade and for making collections. Making searches of titles to real property. Detective agency business. Printing and publishing books, pamphlets or newspapers. Buying, breeding, grazing, pasturing, dealing in and sell- ing cattle, sheep, hogs, horses and other live stock. Buying, storing, selling or shipping coal, merchandise and farm produce. Driving park business. Building, manufacturing, owning, furnishing, letting, sell- ing and maintaining locomotives, engines, cars, rolling stock and railway machinery, or for one or more of these purposes. Supplying steam for motive power, heating, cooking or other useful applications in the streets and public and private buildings of any city, vHlage or town in this State. Table of Revised Laws showing the Prin- cipal Acts Superseded. In order to enable the practitioner to ascertain at a glance the principal acts which are wholly repealed by the revised corporation laws of 1890, and the particular acts by which such repealed laws are superseded, the annexed table has been prepared. It must be borne in mind, however, that the tabular statement here submitted is not intended to be regarded as a complete enumeration of all corporation statutes repealed but only as a convenient reference to the important acts repealed, together with a list of the corresponding revised laws of 1890. For a complete table of all laws repealed by the revision reference should be had to the con- solidated schedule on pages 331 to 342. The rEiNciPAL CoKPOKATioN Laws Kefealed. Chap. 67, Laws of 1811. An act relative to manufacturing corporations. CShap. 40, Laws of IHis. Commonly called the general manufacturlne and mining act. Chap. 611, Laws of 1875. The business cor- poration act. Chap. 117, Laws of 18B3. Corporations for erection of buildings. Chap. 351, Laws of 1881. The suburban homestead and villa park act. Chap. 143, Laws of 1874. The hotel corpo- ration act. Chap. 248, Laws of 1872. The driving park and agricultural association act. Chap. 820, Laws of 1872. The act relative to the subdivision of lands for home- steads. Chap. 37, Laws of 1848, The gas-light cor- poration act. Chap. 737, Laws of 1873. The water-works company act. cobbespondino acts of the Revision. The Business Corporation Law. The Oeneral Corporation Law. The Stock Corporation Law. The Transportation Corporations Law (Article VI). The General Corporation Law. The Stock Corporation Law. The Transportation Corporations Law (Article VII). The Oeneral Corporation Law. The Stock Corporation Law. TABLE OF REVISED LA.WS. General Laws Superseded — {Continued). XXVll The Peinoipal Oobfobation Laws Bepealbd. cokbespondino aots op the Beyision, Ohap. 265, Laws of 1818. corporation act. The telegraph Ohap. 462, Laws of 1888. tramway act. The elevated Chap. 210, Laws of 1847. and turnpike act. The plank-road Chap. 259, Laws of 1848. pany act. The bridge corn- Chap. 974, Laws of 1867. company act. The stage coach Ohap. 203, Laws of 1878. The pipe line act Chap. 135, Laws of 1863. pany act. The ferry oom- The ocean steam- Chap. 228, Laws of 1852, ship act. Chap. 232, Laws of 1854. riyer navigation act. Chap. 3, Laws of 1854. The Lake George steamboat act. The lake and The Transportation Corporations Law (Article VIII). The General Corporation Law. The Stock Corporation Law. The Transportation Corporations Law (Article IV). The General Corporation Law. The Stock Corporation Law. The Transportation Corporations Law (Article IX). The General Corporation Law. The Stock Corporation Law. The Transportation Corporations Law (Article IX). The General Corporation Law. The Stock Corporation Law. The Transportation Corporations Law (Article III). The General Corporation Law. The Stock Corporation Law. The Transportation Corporations Law ( Article V). The General Corporation Law. The Stock Corporation Law. The Transportation Corporations Law (Article I). The General Corporation Law. The Stock Corporation Law. The Transportation Corporations Law (Article II). The General Corporation Law. The Stock Corporation Law. Chap. 140, Laws of 1850. The general act for steam railroads. Chap. 468, Laws of 1881. The foreign rail road act. Chap. 252, Laws of 1884. The street surface railroad act. ^ Chap. 606, Laws of 1876. Known as the elevated railway act. _, Chap. 697, Laws of 1866. The cable railway act. The Railroad Law. The General Corporation Law. The Stock Corporation Law. IV THE GENERAL CORPORATION LAW. THE EEVISERS' NOTE.* The following draft of a general corporation law is designed to be the first of a series of nine chapters, embracing the whole subject of the law of corporations, except moneyed corporations. These chapters will be entitled as follows : Chapter 35. The General Corporation Law. 38. The Stock Corporation Law. 39. The Railroad Law. 407 The Transportation Corporations Law. 41. The Business Corporations Law. 43. The Religious Corporations Law. 43. The Social, Literary, Scientific and Benevolent Corporations Law. 44. The Miscellaneous Corporations Law. 45. The Quasi Corporations" Law. Chapters 36 and 37 are left blank in this enumeration, and it is intended that the Banking law and the Insurance law, when revised, will be designated by these numbers. The first of these chapters alone will be referred to here; the others will be separately considered. It comprises all the general provisions of existing laws applicable to corporations of every character, unless expressly excepted. The most important change proposed consists of the gen- eralization of certain provisions, which are found in substan- tially the same form in a large number of laws, providing for the incorporation of different classes of corporations. Noting these changes in the order in which they occur, the first relates to the mode of incorporation. It is provided that this shall be effected in all cases by filing a certificate in duplicate in the office of the Secretary of State and of the clerk of the county where the principal business office of the corporation is to be located. *" •This note foi'med part of the report ot the commissioners of statutory revision to the legislature, and is presented here to show the plan ot their work. 2 THE REVISERS' NOTE. The tendency of recent legislation has been in this direction. Nearly every statute passed during the last twenty years authorizing the creation of new corporations contains such a provision; and these" offices seem to be the most appropriate and accessible depositories of the record of incorporations ; but religious corporations, fire departments and municipal corporations, operating almost exclusively within local spheres, are, for this reason, not included. Another change introduced is a general provision making the certificate and all papers required to be filed presumptive evidence of the incorporation, or of the facts required by law to be stated in them. Having made the originals evidence, it is unnecessary to include copies, for section 933 of the Code provides that a duly certified copy of such a paper is evidence, as if the original is produced. By this means, at least twenty different provisions in existing laws can be dispensed with in their revision. The same is true of the provisions authorizing the filing of amended certificates and copy certificates, when the originals have been lost. A provision has also been inserted prohibiting the incorpo- ration of corporations having the same name as an existing corporation, or a name so closely resembling it as to be calculated to deceive. This prohibition is now applicable only to business corpora- tions, but ik is so manifestly sound in principle, that it is believed it should have a place in the general law, applicable to all corporations. The enumeration of the general powers of corporations is the same as that contained in the Revised Statutes, with the single exception that power is conferred to take property by devise or bequest, not exceeding the amounts and subject to the restrictions prescribed by law. The Revised Statutes (4 R. S., 8th ed., pp. 2545-6) declare that no devise to a corporation shall be valid unless it is expressly authorized by its charter or by statute to take by devise, which was a reenactment of a provision to the same effect in 1 R. L., 364, §§ 1-5. The result has been the insertion in very many statutes, providing for the formation of corpora- tions, of authority to take by devise or bequest, and the appli- cation to the Legislature for the passage of enabling or THE REVISERS' NOTE. ' 3 confirming acts in special cases. The restrictions of the present laws as to the amount which can thus be acquired; the period antecedent to death within which the devise or bequest must be made; and the share of the decedent's estate which can be so disposed of are preserved; and with these restric- tions in force, no good reason is perceived why corporations should not generally possess the power to take by devise or bequest as well as by gift or grant. The remaining provisions of the proposed bill do not mate- rially differ from the provisions of existing laws upon the same subjects. Section 8 of the title of the Revised Statutes relating to corporations (8th ed., p. 1724), and which is also in substance contained in several corporation laws, to the effect that the Legislature may amend or repeal the charter of any corpora- tion, is omitted because contained in section 1 of article 8 of the Constitution; and it is not seen how its enactment in the form of a statute can add anything to the force of the consti- tutional provision. The right to sue and be sued is also omitted, because contained in the third section of the same article of the Constitution. THE GENERAL CORPORATION LAW. BmNG Chapter 563, Laws of 1890. An Act in relation to corporations, constituting chapter thirty-five of the general laws. Appboved by the Governor June 7, 1890. THE GENERAL CORPORATION LAW. Section I. Short title. 2. Definitions. 3. Filing and recording certificates of incorporation. 4. Corporations of the same name prohibited. 5. Amended certificates. 6. When copy certificate may be filed. 7. Certificate and other papers to be evidence. 8. General powers. 9. Incidental powers. 10. When additional lands may be acquired. 11. May hold property in other States. 13. When foreign corporation may hold real estate. 13. May purchase at mortgage foreclosure. 14. Banking powers prohibited. 15. Powers of Supreme Court respecting elections. 16. Stockholder or member may stay proceedings in an action collusively brought. 17. Majority to act. 18. Corporation not dissolved for failure to elect directors. 19. Directors to be trustees in case of dissolution. 30. Their powers as such trustees. 21. Forfeiture for non-user. 23. Extension of corporate existence. 33. Laws repealed. 34. Savings clause. 35. Construction. 26. When to take effect. Section 1. Short Title. — This chapter shall be known as the general corporation law. [New.] 6 THE GENERAL CORPORATION LAW. § 2. Definitions.— A municipal corporation includes a county, town, school district, village and city, and any other territorial division of the state established by law with powers of local government. A domes- tic corporation is a corporation incorporated by or under the laws of the state or colony of New York. Every other corporation is a foreign corporation. A stock corporation is a corporation having capital stock divided into shares. A moneyed corporation is a corporation having banking powers, or the power to make loans upon pledges or deposits, or authorized by law to make insurances. The term " directors." when used in any act relating to corporations, shall include trustees or other persons by whatever name known, duly appointed or designated to manage the affairs of the corporation. The term " certificate of incorporation" shall include articles of association, or any other written instrument required by law to be executed to effect the incorporation of a corporation. [New.] The principle, that acts in the nature of corporate proceedings under color of organization may constitute a corporation de fucto, 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., 338 ; reversed 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 Federal Reporter, 457.) § 3. Filing and recording certificates of incorpo- ration. — Every certificate of incorporation and amended certificate shall be filed in the oflBce of the secretary of state and of the clerk of the county, where the principal place of business of the corpo- ration is or is to be located and recorded in books, properly indexed, and especially provided therefor, except religious and cemetery corporations, whose certificates may be filed and recorded only in the THE GENERAL CORPORATION LAW. 7 office of the clerk of the county, where the corpora- tion is located, and except moneyed corporations whose certificates of incorporation must be filed in accordance with the provisions of law relating thereto, and except municipal and fire department corporations. All taxes required by law to be paid before incorporation, and the fees for filing and recording such certificate must be paid before filing; and no corporation shall exercise any corporate powers or privileges until such taxes and fees have been paid. U 4, chap. 611, Laws of 187B, and § l, chap. 22, Laws of 1881.] Tlie secretary of state is not required to file a certificate unautliorizetl by the act. (People ex rel. Blossom v. Nelson, 46 N. Y., 477.) Information relative to the tax for the privilege of organization and the fees payable before incorporation is given under each of the forms of certificates published in this volume, in addition to the instnictions as to expenses of incorporation contained in the introductory pages. § 4. Corporations of same name prohibited. — No certificate of a proposed corporation shall be filed or recorded, having the same name as an existing domestic corporation, or a name so nearly resembling it as to be calculated to deceive, but a new or reorgan- ized corporation may have the same name as the corporation to whose franchises it has succeeded. [8 4, ehap. 611, Laws of 1875.1 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, 2,1 Hun, 398; see also 82 N. Y., 524; 70 N. Y., .'578; 3 Sandf., 72.').) ■\Yhen the name selected conflicts with that of an existing corporation the secretary of state must decide in the first instance whether the name is within the statutory prohibition or not, and he will not be compelled by mandanms to file certificate until it is shown that the law has been complied with by the association in the selection of its nan\e. (State v. McGrath [Mo.], 5 Southwestern Reporter, 29.) "The Farmers' Loan and Trust Company" had transacted business in New York city for more than fifty years under that name. The "Farm- ers' Loan and Trust Company of Kansas," organized under the laws of Kansas in 188.5, also established an oflBce in New York city, and adver- tised, omitting from its name the words "of Kansas." Held by the 8 THE GENERAL CORPORATION LAW. supreme court, special term, New York county, that ii preliminary injunction should issue restraining the latter from usiag its name except with the words " of Kansas." (1 New York Supplement, 44.) §5, Amended certificates.— The directors of any corporation, in whose original certificate any matter required to be therein stated has been omitted, may make and file an amended certificate to conform to the requirements of law; and thereupon such corpo- ration shall, for all purposes, be deemed to be a corporation from the time of filing the original cer- tificate, but without prejudice to any pending action or proceediiig, or to any rights previously accrued. lfe§ 1, 2, chap. 135, Laws of 1870, and § il, chap. 468, Laws of 1881.J This section is to enable corporations to reuiedj paliiit omissions; tliat is the omission of things which are required to be stated, and which being omitted, make the certificate imperfect on its face. (See in re N. Y., L. and W. Ry. Co., 25 Hun, 556 (No. 1.) [Copyright, 1890, by Fbank White J Form of Axaended Certificate of Incorporation to Supply omission under "The General Corporation Law," Section 5. } STATE OF NEW YORK, County of We, the undersigned, directors of [insert corporate name], pursuant to the General Corporation Law (section 5), hereby certify that in the original certificate incorporating such com- pany a matter required to be therein stated has been omitted, to wit. : [Example given.] The term of its corporate existence. That we do hereby make and file this amended certificate to conform to the requirements of law, and for such purpose certify and declare as follows: [Here insert all the recitals contained in the original certificate, adding also the one for the supplying of which this amended certifi- cate is made.] In witness whereof, we have made this certificate in dupli- cate and have hereunto set our hands this day of 189.. [Signatures of Directors.] THE GENEEAL CORPORATION LAW. 9 STATE OF NEW YORK, ] ^^ . County of i On this day of , 189 . . , before me personally •came [insert names of the directors], io.;rae known and known to me to be the individuals described in and who executed the foregoing amended certificate, and they severally acknowl- edged to me that they made and executed the same for the uses and purposes therein mentioned. Notary Public, County, N. Y. Note. — The fee at the office of the secretary of state upon above oertifleate Is fifteen cents for each folio of one hundred words contained therein. A lilte lee is payable at the county clerk's office. § 6. When copy certificate to be filed — If either of the duplicate certificates of incorporation shall be lost or destroyed after filing, a certified copy of the other certificate may be filed in place of the one so lost or destroyed and as of the date of its original filing, and such certified copy shall have the same force and effect as the original certificate had when filed. l§§ 1, 2, chap. 306, Laws of 1888.] § 7. Certificate and other papers to be evidence. — The certificates of incorporation of any corporation duly filed shall be presumptive evidence of its incor- poration, and any amended certificate or other paper ■duly filed relating to the incorporation of any corpo- ration, or its existence or management, and containing facts required by law to be stated therein, shall be presumptive evidence of the existence of such facts. [S 8, chap. 67, Laws of 1811 ; S 3, chap. 2io, Laws of 1847 ; § 9, chap. 37, Laws of 1848 ; § 3, chap. 974, Laws of 1867 ; § 9, chap. 40, Laws of 1818 ; § 4, chap. 259, Laws of 1848; § 3, chap. 265, Laws of 1848: S 3, chap. 140, Laws of 1850; § 9, chap. 117, Laws of 1853 ; § 11, chap. 135, Laws of 1853 ; § 3, chap. 112, Laws rf 1854 ; S 9, chap. 232, Laws of 1854 ; § 9, chap. 646, Laws of 1857 ; § 4, chap. 149, Laws of 1861 ; chap. •917, Laws of 1869 ; S 16, chap. 820, Laws of 1872 ; S 6, chap. 469, Laws of 1873 ; S 9, chap. 143, Laws of 1874: 8 5, chap. 469, Laws of 1876 ; § 3, chap. 203, Laws of 1878 ; 1 4, chap. 605, Laws of 1885 ; § 2, chap. 462, Laws of 1888.J Section 933 of the Code of Civil Procedure also provides that a duly certified copy of a certificate is evidence as if the original were produced. 2 10 THE GENERAL COEPORATION LAW. § 8. General powers.— Every corporation as such has power, though not specified in the law under which it is incorporated : 1. To have succession for the period specified in its certificate of incorporation or by law ; and perpetu- ally when no period is so specified. 2. To have a common seal, and alter the same at pleasure. 3. To acquire by grant, gift, devise or bequest, and to dispose of such property as the purposes of the corporation shall require, not exceeding the amount limited by law. 4. To appoint such subordinate oflBcers and agents, as its business shall require, and to aHow them a suitable compensation, and 5. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and the transfer of its stock. But no by-law regulating the election of directors or officers shall be valid, unless published for at least two weeks in a newspaper in the county where the election is to be held, and at least thirty days before such election. Subdivisions four and five of this section shall not apply to municipal corporations. iPaKes 1723-4, 3d vol., 8th ed., Revised Statutes; S 6, 3d vol., 8th ed., Bevised Statutes, pp, 1729, 1730 ; § 6, chap. 67, Laws of 18H ; §8 7, 23, chap. 37, Laws of 1818 ; se 7, 2C. chap. 40, Laws of 1818 ; § 4, chap. 960, Laws of 1867 ; §S 4, 6, chap. 265, Laws of 1818: §9, chap. 819. Laws of 1848; §§7, 26, chap. 117, Laws of 1853: 68 7,26, chap. 232, Laws of 1854 ; 88 4, 6, chap. 269. Laws of 1854 ; 68 2, 7, chap. 646, Laws of 1857 ; 68 6, 8, chap. 776, Laws of 1857 ; 6 13, chap. 168, Laws of 1859 ; § 3, chap. 438, Laws of 1862 ; 8 6, chap. 971, Laws of 1867 ; 6 11, chap. 248, Laws of 1872 ; § 1 8, chap. 8 ;o, Laws of 1872: 6 8, chap. 397, Laws of 1873; 8 4, chap. 616, Laws of 1873; 68 7, 15, chap. 143, Laws of 1874 : 86 2, 3, chap. 288, Laws of 1874 ; 86 5. 10, chap. 267 Laws of 1875 ; 6 8, chap. 343, Laws of 1875 ; 6 2, chap. 611, Laws of 1875 ; 6 6, chap. 228, Laws of 1877 ; 8 3, chap. 273, Laws of 1882 ; S 4, chap. 367, Laws of 1884; 6 8, chap. 236, Laws uf 1886 ; 8 7, chap. 293, Laws of 1888 ; 8 6, chap. 891, Laws of 1888.] The corporation seal afBxed to the corporation's note makes it a specialty. Their seal has the same effect as that of an individual. (Clark v. Farmers' Woolen Mfg. Co., V, AVend., 2r>ti, Steele v. Oswego Cotton Mfg. Co., la id., SG.j; as to necessity of using seal, see 110 N. Y., 50; 94 N.Y., 145.) Where a corporation is authorized, under certain circumstances, to hold and convey real property, it will be presumed. In the absence of proof to the contrary, that real property conveyed by it was held and conveyed in THE GENEEAL CORPORATION LAW. H pursuance of its powers. (Farmers' Loan and Trust Co. v. Curtis, 7 N. Y., 466.) Thougli a corporation be chartered for a' limited term of years, a grant to them and their successor is a grant in fee; every grant passes all the estate or interest of the grantor unless the intent to pass a less estate or interest appear by express terms or be necessarily implied. (NichoU v. N. .Y. and Erie R. B. Co., 12 N. Y., 121.) A by-law of a corporation or board of officers, enacted under express authority of an act of the legislature and being in conformity to the power conferred, has the same force as though it were enacted by the legis- lature. (Brick Presbyterian Church v. Mayor, etc., of N. Y., 5 Cow., 538.) A corporation can not take and hold property without limit against everybody but the state. It can not take and hold property by devise or bequest beyond the maximum permitted by its charter or the statute under which it is organized. (McGraw v. Cornell University, 45 Hun, 354; affirmed 111 N. Y., 66.) § 9. Incidental powers.— In addition to the powers herein enumerated, and those expressly given in the law under which it is or shall be incorporated, no corporation shall possess or exercise any corporate powers except such as shall be necessary to the exercise of the powers so enumerated and given. [3d vol., 8th ed., Eev. Stat., pp. 1723-4, § 2.] A corporation has no other powers than such as are specifically granted or are necessary to carry into effect those expressly granted. (People v. Utica Ins. Co., 15 Johnson, 358 ; also Halstead v. Mayor, etc., of N. Y., 3 N. Y., 430.) The right of corporations generally to borrow money as incidental to the express powers granted by their charters is fully considered, and at great length, in Curtis et al. v. Leavitt (15 N. Y., p. 9 etseq.; also 7 N. Y., 328). § 10. "When additional lands may be acquired.— When any corporation shall have sold and conveyed, any part of its real estate, the supreme court may authorize it to purchase and hold from time to time other lands, upon satisfactory proof that the value of the lands so purchased does not exceed the value of the lands so sold and conveyed within the three years next preceding the application. tS 1, chap. 290, Laws of 1882.1 § 11, May hold property in other States. — Any domestic corporation transacting business in other 12 THE GENERAL CORPOKATION LAW. States or foreign countries may acquire and convey such real property therein and such personal prop- erty as shall be requisite for such corporation in the convenient transaction of its business. [§ 1. chap. 146, Laws of 1872.] If such other state does not permit tlie corporation to acquire or hold real property it must be expressed in some afflrmative way. It can not be inferred. (Cowell v. Springs Co., 100 U. S., 55.) § 12. When foreign corporation may hold real estate.— Any foreign corporation doing business in this state may acquire such real property in this state as may be necessary for its corporate purposes in the transaction of its business within the state, and convey the same by deed or otherwise in the same manner as a domestic corporation. is 1, ehap. 450. Laws of 1837 ] § 13. When may purchase at mortgage foreclo- sure.— Any foreign corporation may purchase at a sale upon the foreclosure of any mortgage held by it, or upon any judgment or decree for debts due it, or upon any settlement to secure such debts, any lands lying within this state covered by or subject to such mort- gage, judgment, decree or settlement, and hold the same for not exceeding five years from the date of such purchase, and convey them by deed or otherwise, in the same manner as a domestic corporation. (S 1, chap. 158, Law3 of 1877.] § 14. Banking powers prohibited. — No corpora- tion, which is not a moneyed corporation, shall by any implication or construction be deemed to possess the power of discounting bills, notes or other evi- dences of debt, of receiving deposits, of buying gold or silver bullion, or foreign coins, or buying or selling bills of exchange, or of issuing bills, notes or other evidences of debt for circulation as money. rs 4, 3d vol., Bth ed, Eev. Stat., pp. 1723-4.] Certificates of deposit irredeemable within twenty years and bearing interest as loans are violations of this provision. (7 N. Y., 364.) THE GENERAL COEPORA.TION LAW. 13 § 15. Powers of supreme court respecting elec- tions.— The supreme court shaU, upon the applica- tion of any person or corporation aggrieved by, or complaining of any election of any corporation, or any proceeding, act or matter touching the same, upon notice thereof to the adverse party, or to those to be affected thereby, forthwith and in a summary way, hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and establish the election or order a new election, or make such order and give such relief as right and justice may require, and may in its discretion order issues to be made up in such a manner and form as it may direct, to try the respec- tive rights of the parties touching the matters complained of. [i B, 3d vol.. 8th ed. Rev. Stat., 1729-30.] Only a person whose rights have been infringed, and who is justly- entitled to complain, can institute the proceedings. (91 N. Y., 1.) Upon such application notice to the persons claiming to have been elected and to the corporation is sufficient. It is net necessary that all the stock- holders have notice of the application. (12 Abb. Pr. Rep., N. S., 395.) § 16, May stay proceedings in action coUusively brought. — If an action is brought against a corpora- tion by the procurement of its directors, or any of them, to enforce any claim or obligation declared void by law, or to which the corporation has a valid defense and such action is in the interest or for the benefit of any director, and the corporation has by their connivance made default in such action, or consented to the validity of such claim or obligation, any stockholder or member of the corporation may apply to the supreme court, upon affidavit, setting forth the facts, for a stay of proceedings in such action, and on proof of the facts in such further manner and upon such notice as the court may direct, it may stay such proceedings or set aside and vacate the same, or grant such other relief as may seem proper, and which will not injuriously affect an inno- 14 THE GENERAL CORPORATION LAW. cent party, who, without notice of such wrong-doing and for a valuable consideration, has acquired rights under such proceedings. [§ 2, chap. 489, Laws of 1885.1 § 17. Majority to act.— When the corporate powers, of any corporation are to be exercised by any par- ticular body or number of persons, a majority of such body or persons, if it be not otherwise provided by law, shall be a quorum; and every decision of a majority of such persons duly assembled as a board, shall be valid as a Corporate act. [§ 6, 3d vol , 8th ed., Eev. Stat., pp. 1723-4.] The trustees of a corporation have no separate or individual authority to bind the corporation, and this although a majority of the whole num- ber acting singly and not collectively as a board should assent to the par- ticular transaction. Such action must be taken at a formal meeting of the board duly assembled as such. (People's Bank v. St. Anthony's Church, 109 N. Y., 513; affirming, 39 Hun, 498.) 18. Corporation not dissolved by failure to elect directors. — If directors shall not be elected on the day designated in the by-laws, or by law, the corpo- ration shall not for that reason be dissolved, but the election may be held on any other day, when a meet- ing for that purpose may be called pursuant to the provisions of this chapter, and every director shall continue to hold his office and discharge its duties until his successor has been elected. [S 10, chap. 48, Laws of 1796 ; § § 4, 10, chap. 67, Laws of 1811 ; S 4, chap. 37, Laws of 1848; § 4, chap. 40, Laws of 1848; S 4, chap. 319, Laws of 1848; S 4, chap. 117, Laws of 1853 ; § 5, chap. 135, Laws of 1853 ; 85 4, 5, chap. 232, Laws of 1864 ; S 4, chap. 646, Laws of 1857 ; § 12, chap. 820, Laws of 1872 ; 8 4, chap. 397, Laws of 1873 ; 8 4, chap. 143, Laws of 1874 ; § 5, chap. 267, Laws of 1875 ; 8 27, chap. 611, Laws of 1876 ; 8 6, chap. 236, Laws of 1886 ; 8 6, chap. 317, Laws of 1887 ; 8 3, chap. 501, Laws of 1887 ; 8 4, chap. 293, Laws of 1883.1 The officers actually holding over and continuing to act are directors (k jure until their successors are chosen. (Phila. and Reading Coal and iron Co. V. Ilotchkiss, 83 N. Y., 474.) § 19. Directors to be trustees in case of dissolution.— Upon the dissolution of any corporation, its directors, unless other persons shall be appointed by the legis- THE GENERAL CORPORATION LAW. 15 lature, or by some court of competent jurisdiction, shall be the trustees of its creditors, stockholders or members, and shall have full power to settle its affairs, collect and pay outstanding debts and divide among the persons entitled thereto the moneys and other property remaining after payment of debts and necessary expenses. [§ 9, 3d vol., 8th ed. Revised Statutes, pp. 1723-4.] (See note to next section.) § 20. Their powers as such, trustees.— Such trustees shall have authority to sue for and recover the debts and property of the corporation, by their name as such trustees, and shall jointly and severally, be personally liable to its creditors,- stockholders, or members, to the extent of its property and effects that shall come into their hands. [8 in, 3d vol., Sth ed., Kevised Statutes, pp. 1723-4.1 Upon tlie dissolution of a corporation its remaining trustees become vested with the title of its property and responsible to its creditors and stockholders for the value thereof. (People v. O'Brien, 111 N. Y., 56 ; see, also, 66 N. Y., 434 ; 50 N. Y., 305 ; 7 Johns, 477- 7 Johns, eh. 90, 128 ; 46 Barb., 365.) § 21. — Forfeiture for non-user — If any corpora- tion, except a railroad, turnpike, plank-road or bridge corporation, shall not organize and commence the transaction of its business, or undertake the discharge of its corporate duties within one year from the date of its incorporation, its corporate powers shall cease. [8 7, 3d vol., sth ed.. Revised Statutes, pp. 1723-4.1 Failure to comply with the provisions of this section operates ipso facto as a dissolution. (Comm. v. Lykens Water Co., 110 Pa., 391; 78 N. Y., 534; 75 N. Y., 335; 73 N. Y., 245.) § 22. Extension of corporate existence. — Any domestic corporation at any time within three years before the expiration thereof, may extend the term of its existence beyond the time specified in its original certificate of incorporation, or by law, or in any certificate of extension of corporate existence, by the consent of the stockholders owning two-thirds 16 THE GENERAL CORPORATION LAW. in amount of its capital stock, or, if not a stock corporation, by the consent of two-thirds of its. members, in and by a certificate signed and acknowl- edged by them and filed in the offices in which the original certificates of its incorporation were filed, if at all, and, if not, then in the offices where certificates of incorporation are now required by law to be filed, and the officer with whom the same may be filed, shall thereupon record them in the books kept in their respective offices for the record of such certifi- cates, and make a memorandum of such record in the margin of the original certificate in such book, if any, and thereupon the time of existence of such corporation shall be extended, as designated in such certificate, for a term not exceeding the term for which it was incorporated in the first instance. tS B, chap. 697, LawB of 1866 ; S 1, chap. 937, Laws of 1867 ; § l, chap. 68, Laws of 1875 ; S 29. chap. 611, Laws of 1875 ; S 2, chap'. 29, Laws of 1857.1 See People cxrel. Clausen v. Newburgh, etc., Plank-road Co., 81 N. Y., 1. (No. 2.) [Copyright, 1890, by Fbank White.] Form of Consent for Extension of Corporate Existence of a. Stock Corporation, under "The General Corporation Law," Section 22. ' I ss.: STATE OP NEW YORK, County of We, the undersigned, stockholders of the [insert corporate name of company] , a domestic corporation, owning two-thirds in amount of its capital stock, do hereby certify, pursuant to " The General Corporation Law " (section 22), that we severally consent to the extension of the term of corporate existence of such company for a further term of fifty years from the expiration of the pe^od heretofore fixed for the duration of its corporate existence. In witness whereof, we have hereunto set our hands to this consent in duplicate, and the number of shares of stock owned by us, respectively, in such company, this .... day of , 189 . A B, 40 shares. C D, 30 shares. E F, 30 shares. G H, 40 shares. THE GENERAL CORPORATION LAW. 17 STATE OF NEW YORK, ] ^^ . County of ) On this day of , 189 , before me personally came A B, C D, E P and G H, to me known and known to me to be the persons described in and who made and signed the forego- ing certificate and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. Notary Public, County, N. Y. STATE OP NEW YORK, ) >■ ss.; 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 foregoing consent; that he is the custodian of the stock book of such corporation; that the persons, who have sub- scribed 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 foregoing consent, being at least two-thirds in amount of the capital stock of such corporation, AB. Sworn to before me, this \ ...day of ,189 . j Notary Public, County, N. Y. Notes.— The secretary should make the afiSdavit if he is the custodian of the stocl^ book, instead of the treasurer. The fee at the office of the secretary of state upon above certificate is fifteen cents for each folio of one hundred words contained therein. A like fee is pay- able at the county clerk's office. 3 18 THE GENEEAL CORPORATION LAW. (No. 3.) [Copyright, 1890, by Pbank Whitb.] Form of Consent for Extension of Corporate Existence of other Corporations than Stock Companies, under " The General Cor- poration Law," Section 22. STATE OP NEW YORK, | ^^ . County of ) We, the undersigned, being two-thirds of the members of [insert corporate name], a domestic corporation, do hereby cer- tify, pursuant to " The General Corporation Law " (section 22) : That we severally consent to the extension of the term of corporate existence of such corporation for a further term of fifty years from the expiration of the period heretofore fixed for the duration of its corporate existence. In witness wheeeof, we have hereunto signed this consent in duplicate, this day of 189 . A B. C D. E F. G H. I J. STATE OP NEW YORK, County of On this day of 189 . . , before me personally came A B, C D, E F, G H and I J, 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. Notary Public, County, N. Y. STATE OF NEW YORK, ] ^^ County of ) A B, being duly sworn deposes and says that he is the secre- tary of [insert corporate name], referred to in the foregoing consent; that he is the custodian of the books and records of THE GENERAL CORPORATION LAW. 19 such club {or association, or society] ; that the persons who have subscribed Che foregoing consent and acknowledged the execution thereof, constitute two-thirds of the members of such club [or association, or society]. A B. Sworn to before me, this ) ...day of 189 . J Notary Public, County, N. T. NoTB. — The Tee at the ofQoe of the secretary of state upon above certificate is fifteen cents for each folio of one hundred words contained therein. A like fee is payable at the office of the county clerk. § 23. Laws repealed.— Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is repealed. Such repeal shall not revive a law repealed by any law hereby repealed, but shall include all laws amendatory of the laws hereby repealed. [New.] § 24. Saving clause.— The repeal of a law or any part of it specified in the annexed schedule shall not affect or impair any act done, or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to May first, eighteen hundred and ninety-one, under or by virtue of any law so repealed, but the same may be asserted, enforced, prosecuted or inflicted, as fully and to the same extent as if such law had not been repealed ; and all actions and proceedings, civil or criminal, commenced under or by virtue of the laws so repealed and pending on April thirtieth, eighteen hundred and ninety-one, may be prosecuted and defended to final effect in the same manner as they might under the laws then existing, unless it shall be otherwise specially provided by law. t\ew.] § 25. Construction.— The provisions of this chapter, so far as they are substantially the same as those of 20 THE GENERAL CORPORATION LAW. laws existing on April thirtieth, eighteen hundred and ninety-one, shall be construed as a continuation of such laws, modified or amended according to the language employed in this chapter, and not as new enactments ; and references in laws not repealed to provisions of laws incorporated into this chapter and repealed shall be construed as applying to the pro- visions so incorporated ; and nothing in this act shall be construed to amend or repeal any provision of the criminal or penal code. [New.] § 26. When to take effect.— This chapter shall take efiect on May first, eighteen hundred and ninety-one. [New.] Schedule op Laws Repealed. Revised Statutes Revised Statutes Part I, ch. 18, title 3 Parti, ch. 18, title 4 All except sec. 5. Sections 5 and 6. Laws of Chapter SECTIONS. 1796 1811 1847 1848 1848 1848 1848 1848 1850 1853 1853 1854 1854 1854 1857 1857 1857 1859 1861 1862 1866 1867 43 67 210 37 40 265 259 319 140 117 135 112 232 269 29 546 776 168 149 438 697 937 10. 4, 6, 8. 3. 4, 7, 9. 23. 4, 7, 9. 26. The last three lines o of sections 4 and 6 4. 4,9. 3,48. 4, 7, 9, 26. 5,11. The last two lines of 4, 5, 7, 9, 26. 4,6. 2. 2, 4, 7, 9. 6, 8. 13. 4. 3,4. 5. 1. I section 3 and all section 3. THE GENERAL CORPORATION LAW. 21 Schedule of Laws Repealed — {Concluded). Laws of 1867 1867 1867 1869 1870 1872 1872 1872 1873 1873 1873 1874 1874 1875 1875 1875 1875 1877 1877 1878 1881 1881 1882 1882 1884 1885 1885 1886 1887 1887 1887 1888 1888 1888 1888 Chapter 960 971 974 917 135 146 248 820 397 469 616 148 288 58 267 343 611 158 228 203 22 468 273 290 367 489 505 236 317 450 501 293 306 391 462 SECTIONS. 4. 9. 3. All after tht- word " companies " in the Jast five lines of subdivision 2, of section 2. 1 and 2. 1. 11. 12, 16, 18. 4, 8, 9. 5. 4. 4, 7, 9, 15. 2,3. All. 5, 10. 8. 2, 4, 27. 1. 6. 3. 1. Last paragraph of section 4. 3. All. 4. 2. 4. 6, 8, 9. 6. 1. 3. 4,7. All. 5. 2. THE STOCK CORPORATION LAW. THE KEVISEES' NOTE* The following draft embodies the general provisions of law intended to be applicable to all stock corporations. These corporations have become so numerous and important, and are so intimately connected with the business operations of the country, that a separate chapter may properly be devoted to them in the revision of the general laws. The most of them were unknown at the time of the adoption of the Eevised Statutes, and their future formation was evi- dently not then anticipated. They are largely the creatures of statutes subsequently enacted. Each of these corporation acts contains many provisions which are in terms only applicable to the particular class of corporations to which the act relates, but which are, neverthe- less, identical in language, or at least in legal effect, with the provisions of many other acts, creating other classes of corporations. Of the sixty sections composing the proposed bill only six are found in any form in the Revised Statutes; the rest com- prise provisions which are found in every act authorizing the creation of stock corporations, or in so large a number of them as to indicate a general legislative policy on the subject, and all of bhem seem to be necessary for the protection of the stockholders or of the public. By generalizing these provisions, a large mass of superfluous matter will be eliminated from the statutes, and a uniform and harmonious system of corporation management secured. No provision has been inserted which is not already applicable to a large class or classes of corporations, and such changes only have been made as have been found necessary to make the provision of general adaptation; and the changes, it is ♦See note page 1. 24 THE EEVISEES' NOTE. believed, will be found to be in the direction of sound and conservative methods of corporate administration. To illustrate: Nearly every stock corporation law of any importance contains authority to mortgage its property and franchises, some to the amount of one-half their value; others to the amount of two-thirds, and others without limit. All the acts require the consent of stockholders, in some cases a majority and in others two-thirds. In the proposed bill the general power to mortgage is given to an amount not exceeding two-thirds of the value of the corporate property and franchises, upon obtaining the consent of two-thirds of the stock.* The right to purchase at a sale of corporate franchises, now confined mainly to railroad corporations, and to reorganize the corporation upon such purchase is also made general. What constitutes an impairment of capital stock is clearly defined, and debts in excess of the amount of capital stock, or when it is impaired, or will be impaired thereby, can not be lawfully contracted. The rights, duties and liabilities of directors, officers and stockholders are grouped in separate articles, and the extent of each can thus be readily and definitely ascertained. In short, all the details of the machinery for the administra- tion of the affairs of a stock corporation are given in the pro- posed bill, so that in the several laws providing for the incor- poration of different classes of stock corporations only those things need be inserted which are peculiar to the particular class provided for. * This feature of the bill was somewhat amended by the legislature, as will be seen by reference to article I, section 2, of this act, on pages 26 and 26, THE STOCK CORPORATION LAW. Being Chapter 564 op the Laws op 1890. An Act in relation to stock corporations constituting chapter thirty-eight of the general laws. Appeoved by the Governor June 7, 1890. THE STOCK CORPORATION LAW. Article 1. General powers; reorganization (§§ 1-7). 2. Directors and oflBcers; their election, duties and liabilities (|g 30-31). 3. Stock, stockholders, their rights and liabilities (§§ 40-58). • 4. Miscellaneous provisions (§§ 70-73). ARTICLE I. General Powers ; Reorganization. Section 1. Short title. 3. May borrow money and mortgage property. 3. Purchasers at sale of corporate property and franchise may become a corporation. 4. Contents of plan of agreement. 5. Sale of property ; possession of receiver and suits against him. 6. Stockholder may assent to plan of readjustment. 7. Combinations prohibited. Section 1. Short title.— This chapter shall be known as the stock corporation law, but shall not apply to moneyed corporations. [New.] § 2. May borrow money and mortgage property. — In addition to the powers conferred by the general corporation law, every stock corporation shall have power to borrow money or contract debts, when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or fran- chises, or for any other lawful purpose of its incor- poration ; and may issue and dispose of its obligations 4 26 THE STOCK COKPOKATION LAW. for any amount so borrowed, and may mortgage its property and franchises to secure the payment of such obligations or of any debt contracted for the purposes herein specified ; and the amount of the obligations issued and outstanding at any one time secured by such mortgages, excepting mortgages given as a consideration for the purchase of real estate, and mortgages authorized by contracts made prior to the time when this act shall take effect, shall not exceed the amount of its paid up capital stock, or an amount equal to two-thirds of the value of its corporate property at the time of issuing the obliga- tions secured by such mortgages, in case such two- thirds value shall be more than the amount of such paid up capital stock. No such mortgages excepting purchase-money mortgages shall be issued without the written consent, duly acknowledged, of the stock- holders owning at least two -thirds of the stock of the corporation, and such consent shall be filed and recorded in the oflBce of the clerk or register of the county where it has its principal place of business. When authorized by such consent the directors, under such regulations as they may adopt, may con- fer 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 cor- poration ; 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. [S 1. chap. 480, Laws of 1867 ; 6 X, chap. 182, Laws of 1880; S 39, chap. 203, Laws of 1878] It was held in Lord, Jr. v. Yonkers Fuel Gas Co, (100 X. Y., 614), that a mortgage executed upon consent of stockholders to mortgage the real and personal estate of a corporation, did not include the corporate fran- chise vested in the company by virtue of its organization as a corporation under the general law. (See, also, 99 N. Y., 548.) The written consent of the stockholders ownfng at least two-thirds of the stock of the corporation duly obtained and filed is an indispensable THE STOCK COEPORATION LAW. 27 condition to a valid mortgage fVail v. Hamilton et al., 85 N. Y., 456) ;. where, however, a mortgage has been executed without such assent it is validated by a subsequent assent where there are no intervening rights. (Rochester Savings Bank v. Averell, 96 N. Y., 467; see also 80 N. Y., 599; 69 N. Y., 328; 65 N. Y., 43; 94 N. Y., 334.) § 3. Purchasers at sale of corporate property and franchise may become a corporation — When the property and franchises of any domestic stock cor- poration shall be sold by virtue of any mortgage or deed of trust, duly executed by it, or pursuant to the judgment or decree of a court of competent jurisdiction, or by virtue of any execution issued thereon, and the purchaser at such sale shall acquire title to the same in the manner prescribed by law, he may associate with him any number of persons^ not less than the number required by law for the incorporation of such corporation, a majority of whom shall be citizens and residents of this state, and they may become a corporation, and take and possess the property and franchises thus sold, and which were at the time of sale possessed by the cor- poration whose property shall have been so sold, upon making, 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 prop- erty and franchises they have acquired, and the court by whose authority the sale had been made, with the date of the judgment or decree authorizing or directing the same, and a brief description of the property sold, and also the following particulars : 1. The name of the new corporation intended to be , formed by the filing of such certificate. 2. The maximum amount of its capital stock and the number of shares into which it is to be divided, specifying the classes thereof, whether common or preferred, and the amount of and rights pertaining to each class. 28 THE STOCK COEPORATION LAW. 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-oflBce address of the directors for the first year. 4. Any plan or agreement, which may have been entered into at or previous to the time of sale, in anticipation of the formation of the new corporation, and pursuant to which such purchase was made. Such corporation shall be vested with and be entitled to exercise and enjoy all the rights, privileges and franchises, which at the time of such sale belonged to, or were vested in the 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. [S§ 1, 2, 3, i, Chap. 469, Laws of 1873; § 3, chap. 203, LawB of 1878; §9 1, 2, chap. 4J0, Laws of 1874.] Where the property and franchises of a corporation are purchased at a foreclosure sale, the foreclosure becomes absolute against the corporation, and all its rights and all the proprietary interests of the stockholders are absolutely barred and cut off; the plan has reference only to the new cor- poration to be formed and to interests therein. (Vatable et al. v. N. Y., L. E. & W. R. R. Co., 96 N. Y., 56.) This section does not prevent a sale or transfer by a purchaser to a cor- poration already existing and capable of holding the property and exer- cising the franchises. (The People v. Brooklyn, Flatbush and Coney Island Railway Co., 89 N. Y., 84.) (No. 4.) [Copyright, 1890, by Fkank White.] Torm of Certificate of Incorporation by Purchasers of the Prop- erty and Franchises of a Stock Corporation under ' ' The Stock Corporation Law," Article 1, section 3. STATE OP NEW YORK, ) ^^ . County of j We, the undersigned, pursuant to and in conformity with the provisions of "The Stock Corporation Law," do hereby certify as follows, to wit. : That the property and franchises of [insert name of com,' pany], a domestic corporation, organized under chapter of the Laws of , were on . the day of 189 THE STOCK COEPORATION LAW. 29 duly sold under and by virtue of a judgment of the supreme court of this state, dated and entered in the clerk's ofiace of the county of , on the day. of 189 . The following is a brief description of the property thus sold: [Here insert brief description.] That at such sale, A B, C D and E F, became the purchasers of the property and franchises sold, and desiring to become a corporation, and take and possess the property and franchises thus sold, have associated with themselves the following persons : [Here insert names of such associates, if any], a majority of whom are citizens and residents of this state, and we, the undersigned, said purchasers and associates [if any], do hereby further certify: That the name of the corporation intended to be formed by the filing of this certificate shall be [insert name of company]. That the maximum amount of its capital stock shall be [insert amount of capital stock], and the number of shares into which the same shall be divided is [insert number of shares], of which [insert amount] dollars or [insert number] shares shall be common stock, and [insert amount] dollars or [insert number] shares shall be preferred stock. That the rights pertaining to each class shall be as herein specified, to wit. : [Example given.] The preferred stock herein provided for shall be entitled to non-cumulative annual dividends, at the rate of five per cent per annum, out 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 cent per annum, as above provided, the common stock shall be entitled to a dividend for the same year, out of the like net earnings as and when declared by said directors, up to five per cent, and any funds applicable to dividends in the same year, in excess of the dividends as above provided, shall be divided equally, per share, among the holders of the preferred and common stock, as and when declared by said directors. That the number of directors who shall manage the affairs of the new corporation shall be [insert number, not less nor 30 THE STOCK CORPORATION LAW. more than the number required by law for the old corporation], and the names and post-office address of the directors for the first year are as follows : Name. Post-offlce address. A B, CD, E F, G H, I J K L M N, NO, PQ 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 wheeeof, we, the undersigned, the said purchasers and their said associates, [if any] , have made this certificate in duplicate and have hereunto subscribed our names this day of ,189 . [Signatures of purchasers and associates.] STATE OF NEW YORK, ) UlTY OP ) On the day of , in the year one thousand eight hundred and , before me personally came [insert names of purchasers and associaies], to me known, and known to me to be the individuals described in, and who executed the forego- ing certificate of incorporation, and severally acknowledged that they executed the same for the uses and purposes therein expressed. Notary Public, County, N. Y. Notes.— The number of purchasers and associates executinB the above eertiflcate must aggreKate not less than the number required by law for the incorporation of the kind of company to be formed by the flUng of this certificate. The lee at the office of the secretary of state upon above certificate is ten dollars for filing, and In addition a recording fee of fifteen jents for each folio of 100 words contained therein, except for railroads, In which case the filing fee is twenty-five dollars, with a like additional recording fee of fifteen cents per folio. At the county clerk's office, in which the duplicate certificate THE STOCK OORPOEATION LAW. 31 la to be filed, only the recording fee of fifteen cents for each folio of loo words is payable. ' Besides the above payments there must ha paid to the state treasurer a tax for the privilege of organization of one-eighth of one per centum upon the amounts of capital stock fixed and stated in the certificate of incorporation. It was contended sooa after the passage of the act reQulring the payment to the state treasurer of a tax (or f ranchiseif ee as it might more properly be termed) for the privilege of organizing stock corporations, that such organization tax w.is not payable by a.company formed by the purchasers of the property and franchises of a previously existing domestic stock corporation, but the ques- tion was effectually disposed of by the court of appeals in the case of The Teopleexre;. Schurz v. Cook, as secretary of state and People exrel. Mertens V. The Same, 110 N. Y., us. § 4. Contents of plan or agreement.— At or previ- ously to the sale the purchasers thereat, or the per- sons 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 the mortgage creditors and stockholders of the cor- poration owning such property and franchises at the time of sale, and for the representation of such inter- ests of creditors and stockholders in the bonds or stock of the new corporation to be formed, and may therein regulate voting by the holders of the pre- ferred and common stock at any meeting of the stockholders, and by the liolders 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 cor- poration, and such right of voting by bondholders shall be exercised in such manner, for such period, and upon such conditions, as shall be therein described. Such plan or agreement must contain suitable provision for the bondholders voting by proxy and must not be inconsistent with the laws of the state and shall be binding upon the corporation, until changed as therein provided, or as otherwise provided by law. The new corporation when duly organized, pursuant to such plan or agreement and to the provisions of law, may issue its bonds and stock in conformity with the provisions of such plan or agreement, and may at any time within six months after its organization, compromise, settle or assume the payment of any debt, claim or liability of the 32 THE STOCK COEPOKATION LAW. former corporation upon such terms as may be law- fully approved by a majority of the agents or trus- tees intrusted with the carrying out of the plan or agreement o± reorganization, and may establish preferences in respect to the payment of dividends in favor of any portion of its capital stock and may divide its stock into classes, but the capital stock of the new corporation shall not exceed in the aggre- gate, the maximum amount of stock mentioned in the certificate of incorporation, nor shall the bonds issued by it exceed in the aggregate the amount which a corporation is authorized by the provisions of this article to issue. [§§ 1, 2, 3, 4, chap. 469, Laws of 1873 ; §S 1, 2, chap. 430, Laws ot 1874.] • As to what constitutes notice to stockholders of the general features of the plan of readjustment, see Vatable v. N. Y, L. E. &W. R. R. Co., 96N.Y.,59. § 5. Sale of property ; possession of receiver and suits against Mm. — The supreme court may direct a sale of the whole of the property, rights and fran- chises 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 possession of any receiver of such property and franchises, but he shall remain liable to be removed or discharged at such time as the court may deem proper. No suit or proceeding shall be commenced against such receiver unless founded on willful misconduct or fraud in his trust after the expiration of sixty days from the time of his dis- charge; but after the expiration of sixty days the new corporation shall be liable in any action that may be commenced against it, and founded on any act or omission of such receiver, for which he may not be sued, and to the same extent as the receiver, THE STOCK COEPOEA.TION LAW. 33 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. [S§ 1, 2, 3, 4, chap. 469, Laws ol 1873 ; S§ 1, 2, chap. 430, Laws of 1874.] In an action brought against a receiver of a corporation who was dis'" charged from his receivership more than sixty days before the commence- ment thereof, the plaintiff, under this section, is prevented from main- taining it against him ; but a new corporation succeeding to the franchises is subjected to the same liability as existed against the receiver. (Abbott V. Jewett, 25 Hun, 603.) § 6. Stockholders may assent to plan of readjust-- inent — 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 pursuant to which such franchises and property shall have been pur- chased at any time within six months after the organization of the new corporation, and by comply- ing with the terms and conditions of such plan become entitled to his pro rata benefits therein. The commissioners, corporate authorities or proper oflScers of any city, town or village, who may hold stock in any corporation, 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 old or former corporation by them respectively held at par. And such commis- sioners, 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. [§§ 3, 4, chap. 430, Laws of 1874.] While a stockholder has the right under this section to assent to the plan of readjustment at any time within six months after the organization of the new corporation he must signify his assent within the time,specified and if he neglects to do so he loses the right to become interested in the 5 S4 THE STOCK CORPORATION LAW. new corporation. The courts can give no relief in such a case. (Abatable ei al. V. N. Y., L. E. & W. R. R Co., 96 X. Y., 57.) § 7. Combinations prohibited. — No stock corpora- tion shall combine with any other corporation for the prevention of competition. (8th ed., E. S., vol. 3, p. 1858, i 22.) In this State tliere can be no partnership of separate and independent corporations, -ivhether directly or indirectly, through the medium of a trust. (People V. North River Sugar Refining Co., 31 N. Y. State Reporter, 781 [lalJSr. y.]; see also 33 Abb., N. C, 164.) ARTICLE II. DlKECTORS AND OfFICEBS ; TdELR ELECTION, DUTIES AND LIABILITIES. Section 30. Directors. 31. Change of number of directors. 33. When acts of directors void. 33. Liability of directors for dividends not made from surplus profits. 34. Liability of directors for unauthorized debts and over-Issue of bonds. 35. Liability for loans to stockholders. 36. Transfers of stock by stockholders indebted to corporation. 27. Officers. 28. Oath of inspector". 29. Books to be kept. 30. Annual report. 31. False certificates, liability for. § 20. Directors.— The aflFairs of every stock corpo- ration shall be managed by a board of directors, consisting of the number stated in the certificate of incorporation, a majority of whom shall be citizens of this state, and who shall be chosen annually, from the stockholders, at the time and place fixed by the by-laws of the corporation, by a majority of the votes of the stockholders voting at such election. Vacancies therein shall be filled in the manner pre- scribed in the by-laws, and if a director shall cease to be a stockholder his ofiice shall become vacant. 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 four successive weeks, THE STOCK COEPOEATION LAW. 35 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. [§ B, chap. 140, Laws of 1850 ; S 3, chap. 135, Laws of 1853 ; § 3, chap. 228, Laws of 1852; S 3, chap. 232, Laws of 1854; § 6, chap. 203, Laws of 1878; § 6, chap. 974, Laws of 1867 ; § 4, chap. 462, Laws of 1888 ; § 7, chap. 136, Laws of 1853 ; § 3, chap. 67, Laws of 1811 ; § 3, chap. 40, Laws of x848 ; § l, chap. 269, Laws of I860 ; § 10, chap. 611, Laws of 1875 ; § 3, chap. 117, Laws of 1853 ; chap. 425, Laws of 1855 ; 8 6, chap. 396, Laws of 1863 ; I 6, chap. 971, Laws of 1867 ; § 1, chap. 293, Laws of 1879 ; § 4, chap. 228, Laws of 1877 ; g 3, chap. 37, Laws of 1848 ; § 3, chap. 546, Laws of 1857 ; § 38, chap. 210, Laws of 1847 ; § 5. chap. 259, Laws of 1848 ; S 10, chap 608, Laws of 1876 ; § 26, chap. 611, Laws of 1876 ] § 21. How number of directors may be increased or reduced. — The number of directors of any stock corporation may be increased or reduced, but not above the maximum or below the minimum number prescribed by law, when the stockholders, owning a majority of the stock of the corporation shalL so determine, at a meeting to be held at the usual place of meeting of the directors, on thirty days' notice in writing to each stockholder of record. Such notice shall be served personally or by mail directed to each stockholder at his post-office address. The proceed- ings of such meeting shall be entered in the minutes of the corporation, and a transcript thereof verified by the president and secretary of the meeting shall be filed in the oflSces where the original certificates of incorporation were filed. rs 1, chap. 395, Laws of 1879; S 1, chap. 134, Laws of 1863; S l, chap. 171, Laws of 1885 ; § 2, chap. 269, Laws of i860 ; chap. 37, Laws of 1848 ; § 1, chap. 4, Laws of 1875.] (No. 5.) [Copyright, 1890, by Feank 'White.] Torm of Certified Transcript of the Minutes of Proceedings of Meeting to Increase Number of Directors under "The Stock Corporation Law," Article II, Section 21. STATE OP NEW YOEK, I ^^ . County of J We, the undersigned, do hereby certify that the following is a correct transcript of the minutes of proceedings of a meet- ing of stockholders of the [insert name of company], held pur- 36 THE STOCK CORPOEATION LAW. suant to " The Stock Corporation Law," article 2, section 21, to-wit: ,N. Y., ,189.. A special meeting of the stockholders of [insert name of com- pany], 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. Such meeting was held at the office of the company, the- usual place of meeting of its directors, on thirty days' notice in writing to each stockholder of record; such notice having been served personally, or by mail, postage prepaid, directed to each stockholder at his post-office address, which said notice was in the words and figures following, to wit: Notice to Stookholdeks. ,N.T., ,189.. Notice is hereby given that a special meeting of the stock- holders of [insert name of company] 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. (Signed,) A B, Secretary of [insert name of company]. Pursuant to such notice the meeting was held at the time and place mentioned and duly organized by choosing C D as- president and A B as secretary thereof. On motion of E F, duly seconded, the following resolution; was adopted: " Resolved, That the number of directors of [insert name of com- pany] be increased from . . . ., the present number, to " Such vote was taken by ayes and noes. The following stockholders, owning the number of shares of stock set opposite their respective names, voted in favor of such, resolution, to wit: A B, 400 shares. CD, 300 shares. E E, 25 shares. I J> 90 shares. THE STOCK COEPOEATION LAW. 37 The following stockholders, owning the number of shares of stock set opposite their respective names, voted against its adoption, to wit: K L, 15 shares. M N, 100 shares. [Or, No stockholder voted against its adoption, as the case may be.] Such resolution was thereupon declared duly adopted, and the meeting then adjourned. In witness whekeof, we have made, signed and verified this certificate in duplicate this day of , 189 . . . C D, President. A B, Secretary. STATE OF NEW YORK, ) ^^ . County of ) C D and A B, being severally duly sworn, depose and say, and each for himself deposes and says, that they are the per- sons chosen president and secretary, respectively, of the meet- ing of stockholders of [insert name of company], held to determine whether the number of directors thereof shall be increased; that the foregoing is a correct transcript of the , proceedings of such meeting entered in the minutes of the cor- poration, and of the whole thereof. C D, President. A B, Secretary. Severally sworn to before me, this I day of ,189 . i GH, Notary Public, County, N. Y. Note.— The fee at the office of the secretary of state upon above certificate Is fifteen cents for each folio of loo words contained therein. A like fee is payable at the office of the county clerk. (No. 6.) [Copyright, 1890, by Feank White.] I'orm of Certified Transcript of the Minutes of Proceedings of Meeting to Reduce Number of Directors under "The Stock Cor- poration Law," Article II, Section 21. STATE OF NEW YORK, ) ^^ . County of 3 We, the undersigned, do hereby certify that the following is a correct transcript of the minutes of proceedings of a meet- 38 THE STOCK COEPORATION LAW. ing of the [insert name of company], held purs-uant to " The Stock Corporation Law," article 2, Bection 21, to wit : ,N. T., 189 . A special meeting of the stockholders of [insert name of com- pany], a stock corporation, was held this day at .... o'clock, A. M. [or P. M.], to determine whether the number of directors shall be reduced. Such meeting was held at the ofSce of the company, the usual place of meeting of its directors, on thirty days' notice in writing to each stockholder of record; such notice having been served personally or by mail, postage prepaid, directed to each stockholder at his post-office address, which said notice was in the words and figures following, to wit: Notice to Stockholders. ,N. T., ,189 . Notice is hereby given that a special meeting of the stock- holders of [insert name of company] 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 reduced. {Signed,) A B, Secretary of [insert name of company]. Pursuant to such notice the meeting was held at the time and place mentioned and duly organized by choosing C D, as president, and A B, as secretary thereof. On motion of E F, duly seconded, the following resolution was adopted : " jResolved, That the number of directors of [insert name of company], be reduced from , the present number, to " Such vote was taken by ayes and noes. The following stockholders, owning the number of shares of stock set opposite their respective names, voted in favor of such resolution, to wit : A B, 400 shares. CD, 300 shares. E F, 25 shares. I J) 90 shares. THE STOCK COEPOEATION LAW. 39 The following stockholders, owning the number of shares of stock set opposite their respective names, voted against its adoption, to wit : K L, 15 shares. M N, 100 shares- [Or, No stockholder voted against its adoption, as the case may be.] Such resolution was thereupon declared duly adopted, and the meeting then adjourned. In witness whereof, we have made, signed and verified this certificate in duplicate, this day of 189 . C D, President. A B, Secretary. STATE OF NEW YOEK, ) ^^ . County of j C D and A B, being severally duly sworn, depose and say, and each for himself deposes and says, that they are the per- sons chosen president and secretary, respectively, of the meeting of stockholders of [insert name of company'] , held to determine whether the number of directors thereof shall be reduced; that the foregoing is a correct transcript of the pro- ceedings of such meeting entered in the minutes of the corpo- ration, and ^f the whole thereof. ^ j^ President. Severally sworn to before me, this ) -^ ^> Secretary. day of ,189 . ) G H, Notary Public, County, N. Y. Note. — The fee at the ofHee of the secretary of state upon above oertlfloate Is fifteen cents for each folio of lOO words contained therein. A like fee is payable at the offlce of the county clerk. § 22. When acts of directors void — When the directors of any corporation for the first year of its corporate existence shall hold over and continue to be directors after the first year, because of their neglect or refusal to adopt the by-laws required to enable the stockholdors to hold the annual election for directors, all their acts and proceedings while so holding over, done for and in the name of the cor- poration, designed to charge upon it any liability or 40 THE STOCK COEPORA.TION LAW. obligation for the services of any such director, or of any oflBcer, or attorney, or counsel appointed by them, and every such liability or obligation shall be held to be fraudulent and void. [§ 1, chap. 489, Laws of 1885.] § 23. Liability of directors for dividends not made from surplus profits — The capital stock of a stock corporation shall be deemed impaired when the value of its property and assets after deducting the amount of its debts and liabilities, shall be less than the amount of its paid up capital stock. No dividends shall be declared or paid by any stock corporation, except from the surplus profits of its business, nor when its capital stock is or will be impaired thereby, and no such corporation shall divide or withdrav^r or in any way pay to its stockholders, or any of them, any part of its property and assets, so as to reduce the value thereof after deducting the amount of its debts below the amount of its capital stock or reduce its capital stock except in the manner prescribed by law. Every vote of the board of directors of any such corporation declaring a dividend shall be taken by ayes and noes, to be entered and recorded in the minutes of the proceedings of the board, which shall be open to the inspection of every stockholder and creditor of the corporation daily durmg the usual hours of business. If the directors of any such cor- poration shall declare or pay any dividend, or permit the capital stock to be impaired, in violation of the pro- visions of this section, the directors voting in favor of declaring such dividend, or making any such payment which would impair its capital stock, shall jointly and severally be personally liable for all the debts of the corporation then existing, and thereafter contracted, while they shall respectively continue in office. [§2,3il vol. Eev. Stat., 8th ed., p. 1728; 8 13, chap. 646, Laws of 1857; §13, chap. «0, Laws of 1848 ; S 14, chap. 232, Laws of 1864 ] A director of a stock corporation who concurs in any vote or act of the directors of such corporation or any of them by which it is intended to THE STOCK COEPORATION LAW. 41 make a dividend except from the surplus profits arising from tlie business of the corporation is guilty of a misdemeanor. (See Penal Code, § 594.) § 24. Liability of directors for unauthorized debts and overissue of bonds. — No stock corporation shall create any debt not secured by mortgage in excess of the amount of its paid up capital stock, and the directors creating or consenting to the crea- tion of any such debt shall be personally liable therefor to the creditors of the corporation. If bonds or other obligations of the corporation, secured by mortgage, are issued in excess of the amount authorized by law, or in violation of law, the direc- tors voting for such overissue, or unlawful issue, shall be personally liable to the holders of the bonds or other obligations illegally issued for the amount held by them, and to all persons sustaining damage by such illegal issues for any damage caused thereby. [§ 19. chap. 611, Laws of 1876 ; § 23, chap. 117, Laws of 1853 ; § 22, chap. 611, Laws of 1875 ; chap. 820, Lawa of 1872 ] The liability imposed upon the directors of a corporation by whom an indebtedness exceeding the amount of its capital stock is created is joint and not several, and all the directors who are liable must be made parties to an action brought to enforce the liability thereby created. (McClaye v. Thompson, 36 Hun, 365; see, also, 31 Hun, 568.) § 25. Liability of directors for loans to stock- holders.— No loan of moneys shall be made by any stock corporation or by any officer thereof out of its funds to any stockholder therein, nor shall any such corporation or officer discount any note, or other evidence of debt, or receive the same, in payment of any installment, or any part thereof, due or to become due on any stock in such corporation, or receive or discount any note, or other evidence of debt, to enable any stockholder to withdraw any part of the money paid in by him on his stock ; and in case of the violation of any provision of this sec- tion, the officers or directors making such loan, or assenting thereto, or receiving or discounting such notes or other evidences of debt, shall, jointly and 6 42 THE STOCK COEPOEATION LAW. severally, be personally liable to the extent of such loan and interest, for all the debts of the corporation contracted before the repayment of the sum loaned, and to the full amount of the notes or other evidences of debt so received or discounted with interest from the time such liability accrued. [§ 20, Chap. 611, Laws of 1875 ; § 14, chap. 117, Laws of 1863 ; S U, chap. 40, Laws of 1848.] To create the liability imposed by this section there must have been a loan of money both in law and fact ; an actual loan of money in such a form as to create an indebtedness and an absolute liability for its repay- ment by the borrower. (Billings v. Trask, 30 Hun, 315.) § 26, Transfers of stock by stockholder indebted to ccrporation.— If a stockholder shall be indebted to the corporation, the directors may refuse to eon- sent to a transfer of his stock until such indebtedness is paid, provided a copy of this section is written or printed upon the certificate of stock. [§ 12, chap. 611, Laws of 1875.] § 27. Oflacers. — The directors may appoint from their number a president, and from the stockholders a secretary and treasurer, and may appoint such other subordinate officers, agents and employes, aa the by-laws may designate, or they may direct, who shall respectively have such powers and perform such duties in the management of the property and affairs of the corporation, subject to the control of the directors, as may be prescribed by them in the by-laws or otherwise; and the directors may require any such officer, agent or employe to give security for the faithful performance of his duties, and may remove him at pleasure. tS 6, chap. 135, Laws of 1863 ; § 6, chap. 232, Laws of 1854 ; § 7, chap. 203, Laws of 1878 ; § 6, chap. 40, Laws of 1848 ; § 5, chap. 117, Laws of 1853 ; § 6, chap. 143, Laws of 1874; § 6, chap. 228, Laws of 1877 ; § 6, chap. 646. Laws of 1857.] § 28. Inspectors and their oath.— The inspectors of election of every stock corporation shall be appointed in the manner prescribed in the by-laws, but the inspectors of the first election of directors and of THE STOCK CORPORATION LAW. 4^ all previous meetings of the stockholders, shall be appointed by the board of directors named in the certificate of incorporation. The inspectors ap- pointed to act at any meeting of the stockholders,^ shall, before entering upon the discharge of their duties, be sworn to faithfully execute the duties of inspector at such meeting with strict impartiality, and according to the best of their ability, and the- oath so taken shall be subscribed by them and immediately filed in the ofiice of the clerk of the county in which such election or meeting shall be held, with a certificate of the result of the vote taken thereat. IS 28, chap. 611, Laws of 1875 ; § 7, 3d yol. Eev. Stat., 8th ed., p. 1730.] (No. 7.) [Copyright, 1890, by Fbank White.] Form of Certificate and Oath of Inspectors of Election under ' Th.e Stock Corporation Law," Article II, Section 28. [■ ss.: STATE OF NEW YORK County of We, the undersigned, inspectors of election of [insert name of company], a stock corporation, duly appointed to act at the annual meeting of the stockholders of such corporation, do hereby certify, pursuant to "The Stock Corporation law," article 2, section 28, as follows, to wit: That such meeting was held at the office of the company on the day of , 189. ., at o'clock in the noon of that day. That before entering upon the discharge of our duties, we, the said inspectors, were severally sworn to faithfully execute the duties of an inspector at such meeting with strict impartial- ity and according to the best of our ability, and the oath so taken has been subscribed by us and is hereto annexed, marked "Exhibit A," which is hereby made part of this certificate. That at such annual meeting the election of [insert number] directors to manage the affairs of said company for the ensuing- year was held. 44 THE STOCK COEPOEATION LAW. That upon a canvass of the votes cast at such election it was found th9,t votes, representing shares of the «apital stock, had been cast, as follows : A B, of votes. C D, of , votes. E F, of , votes. G H, of , votes. J K, of votes. Whereupon said A B, C D, E F, G H and J K were declared by us duly elected as directors of such corporation for the ensuing year. In witness whereof, we have made, signed and acknowledged this certificate this day of , 189 . Severally sworn to before me, this | dayof ,189 . J Inspectors. Notary Public, County, N. Y. STATE OF NEW YOBK, ) ^^ . County of ) On this day of , 189 , before me personally came [insert names of the injectors'} to me known and known to me to be the individuals described in and who executed the foregoing certificate, and they severally acknowledged to me that they made and executed the same for ihe uses and purposes therein mentioned. Notary Public, County, N. Y. "Exhibit A,'' Eeterked to in the Foregoing Certificate. STATE OF NEW TORE, | ^^ . COUNTT OF ) We, [insert names of the inspectors], the inspectors duly appointed to act at the election of directors at the annual meeting of the stockholders of [insert name of company'], being THE STOCK COEPOEATION LAW. 45 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 . I Notary Public, County, N. T. Note.— The above is reaulred to be filed only in the county clerk's ofBce. The filing lee is six cents. § 29. Books to be kept — The directors of every stock corporation shall keep at its principal office or place of business correct books of account of all its business and transactions ; and shall cause its treas- urer or secretary to keep a book containing the names, alphabetically arranged, of all persons who are, or within six years have been, stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respect- ively, the time when they respectively became the owners thereof, and the amount actually paid thereon ;, which books shall daily, during business hours, be open for the inspection of stockholders and creditors of the corporation, and their personal representatives at such principal business office; and every such stockholder, creditor or representative may make extracts from such books ; and no transfer of stock shall be valid as against the corporation, its stock- holders and creditors for any purpose, except to render the transferee liable for the debts of the cor- poration according to the provisions of this chapter, until it shall have been entered in such book a& required by this section, by an entry showing from and to whom transferred. Such latter book shall be presumptive evidence of the facts therein so stated 46 THE STOCK COEPOEATION LAW. in favor of the plaintiff, in any action or proceeding against such corporation or any of its officers, direc- tors or stockholders. Every corporation that shall neglect or refuse to keep or cause to be kept such books, or to keep them open for inspection as herein required, shall forfeit to the people the sum of fifty dollars for every day it shall so neglect or refuse. If any officer or agent of any such corporation shall neglect or refuse to make any proper entry in such book or books, or shall neglect or refuse to exhibit the same, or allow them to be inspected, and extracts taken therefrom, as provided in this section, the cor- poration and such officer and agent shall forfeit and pay to the party injured a penalty of fifty dollars for every such neglect or refusal, and all damages resulting to him therefrom. [S 1, sd vol. Bev. Stat., 8th ed., p. 1728 ; § 26, chap. 40, Laws of 1848 ; §§ 16, 17, chap. €11, Laws of 1875 ; i 26, chap. 117, Laws of 1863 ; S 14, chap. 143, Laws of 1874.] The book containing the names of the stockholders, which every cor- poration 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, 493.) § 30. Annual report.— Every stock corporation, except railroad corporations, shall annually, within twenty days after the first day of January, or, if doing business without the United States, within twenty days after the first day of April, make a report as of the first day of January, which shall state the amount of capital stock and the proportion actually paid in, the amount and in general terms the nature of its existing assets and debts, and of its receipts and expenditures during the year, the names of its then stockholders, and the dividends, if any, declared since its last report ; which report shall be signed by the president and a majority of its direc- tors, and verified by the oath of the president and treasurer, and filed in the offige of the secretary of state and in the office of the county clerk of the county THE STOCK CORPOEATION LAW. 47 where its principal business office may be located. If such report is not so made and filed, all the directors of the corporation shall jointly and sev- erally, be personally liable for all the debts of the corporation then existing, and for all contracted before such report shall be made. No director shall be liable for the failure to make and file such report if he shall file with the secretary of state, within thirty days after the first day of January, or the first day of April, as the case may be, a verified certifi- cate, stating that he has endeavored to have such report made and filed, but that the ofiicers or a majority of the directors have refused and neglected to make and file the same, and shall append to such certificate a report containing the items required to be stated in such annual report, so far as they are within his knowledge or are obtainable from sources of information open to him, and verified by him to be true to the best of his knowledge, information and belief. [Sl2, chap. 40, Laws, of 1848; § 18, chap. 611, Laws of 187B; § 12, chap. 117, Laws of 1853 ; § 9, chap. 149, Laws of 1861 ; i 12, chap. 37, Laws of 1837 ; § 12, chap. B46, Laws of 1857 ; % 16, chap. 135, Laws of 1853 ; i 44, chap. 203, Laws of 1878 ; S 24, chap. 232, Laws of 1854.] The report provided for in this section must be made within the twenty days, but may be filed as soon as practicable thereafter. (Cameron v. Seaman, 69 N. Y., 402; reaffirmed in 101 N. Y., 73 ; see, also, 106 N. t., 277; 44 Hun, 64; 101 N. Y., 373; 96 N. Y., 323; 81 N. Y., 49; 80 N. Y., 128; 23 Hun, 309; 44 Hun, 101; 16 Hun, 65; 74 N. Y., 621; 63 N. Y., 63; 60 N. Y., 616; 35 N. Y., 412; 27 N. Y., 297; 28 N. Y., 459; 11 Abb. Prac. [K S.], 870; 49 N. Y., 188; 1 Hun, 336; affirmed in 68 N. Y., 398; 3 Hun, 613; a,fflrmed in 63 N. Y., 624; 21 N. Y., 362; 29 Barb., 196.) (No. 8 ) [Copyright, 1890, by Fbank White.] Form of Annual Keport under "The Stock Corporation Law," Article II, Section 30, for the Use of Every Stock Corporation, except Railroad Corporations. STATE OF NEW YORK, ) ^^ . County of > In compliance with the requirements of "The Stock Cor- poration Law," article 2, section 30, we, the undersigned, 48 THE STOCK COEPOEATION LAW. [insert names of president and majority of directors] being the- president and a majority of the directors of [insert name of company], do hereby report as follows, to wit: The capital stock of said company is [insert amount of capital stock] dollars. The proportion of such capital stock actually paid in i» [insert amount] dollars. The amount and, in general terms, the nature of its existing assets and debts are as follows: Assets. Real estate $ Machinery Plant Cash and accounts receivable Horses, wagons and harness Manufactures, materials and stock in process Patents Miscellaneous Amounting to $ , Dkbts. Capital stock $ . Bonds and mortgages Current accounts Profit and loss surplus Amounting to. The amount and, in general terms, the nature of its receipts and expenditures during the year are as follows: Receipts. Sales of merchandise ^ Sales of real estate Commissions Amounting to $ EXPENDITUEES. Salaries of officers J , Wages of employes THE STOCK CORPORATION LAW. 49 Equipment and improvements Materials Amounting to The names of the present stockholders are: [Insert names.] The said company has declared one dividend upon its capital stock since the making of its last annual report, to wit: A dividend of per cent on the . . . day of 189 . In witness whekeof, we have made and signed this report in duplicate this .... day of January, 189 . President, Majority of directors. STATE OP NEW YORK, County of }■ [Sere insert the names of the president and treasurer] being duly sworn, depose and say that the said is the presi- dent of [insert name of company] , and the said is the treasurer thereof; that they have read the foregoing report and know the contents thereof, and the same is true of theip own knowledge, except as to the matters therein alleged to be stated on information and belief and as to those matters they believe it to be true. , President. , Treasurer, Sworn to before me, this ) . . . day of Jan., 189 . I Notary Public, County, N. T. Notes. — The general statements under assets, debts, receipts and ezpendU tures given above are merely to afford examplesf whloii, of course, should be altered to conform to the necessities of each particular class of corporations. The report should be filed In the ofBce of the secretary of state and of the clerk of the county in which the principal ofBce of the company is located. 7 50 THE STOCK COEPOEATION LAW. Assets, debts, receipts and expenditures should be classed In accordance witli their general character. Heretofore, under the Business Act of 1875 (chapter 611), annual reports were filed only in the ofSoe ol the secretary of state, while annual reports of corpo- rations organized under the General Manufacturing Act of 1848 (chapter 40), and several other acts, were required to be filed only with county clerks. No form for the annual report of a railroad corporation is deemed essential in this volume, as the statute now provides that the board of railroad commis- sioners shall prescribe the form of the report reauired to be made by such corporations, vesting the board with authority to make changes from time to time in such form as they may see fit and reuuiring the board to furnish a blank form for such report. See the railroad law. article 6, section 168. § 31. False certificates, liability for If any certi- . flcate 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 sever- ally, be personally liable for all the debts of the corporation contracted while they are oflScers or directors thereof. [S 17, chap. 136, Laws of 1863; S 16, chap. 232, Laws of 1864; § 16, chap. 40, Laws of 1848 ; § 15, chap. 117, Laws of 1833 ; § 14. chap. 37, Laws of 1848.] A report containing the names of persons as stockholders and stating the amount of their stock as actually paid in where in fact such persons are not stockholders at all is "false in a material representation; and it is no defense to the statutory liability that the officer signed such report in good faith under advice of counsel and believing its statement to be true." (Brandt v. Godwin, 3 N. Y. [Supplement], 807; see, also, Hunting- ton V. Attrell, 118 N. Y., 365; and Hatch v, Attrell, 118 N. Y., 383; 104 N. Y., 613; 103 X. Y.. 435; 101 N. Y., 71; 86 N. Y., 95; 89 N. Y.,'l33; 83 N. Y., 156; 80 X. Y., 138; 5.5 N. Y., 407; 1 Hun, 336.) ARTICLE HI. Stock, Stockholders, tiieik Rights and Liabilities. Section 40. Stock; personal estate, corporation not to purchase. 41. Subscriptions to stock. 43. Must be paid for in cash, exceptions. 48. "When pa3ment of subscriptions to be made. 44. How stock may be increased or reduced. 45. Notice thereof to be given. 46. Meeting of stockholders for that purpose. 47. Exchange of preferred for common stock. 48. Certain transfers of stock and property prohibited. 49. Stockholders may pay proportional share of defaulted bonds. 50. May compel execution of duplicate of lost certificate. 51. Proceedings in such cases. THE STOCK COBPORATION LAW. 51 Section 52. May require statement of financial condition to be rendered. 53. May call meeting to elect directors. 54. How stockholders may vote. 55. When to vote at special election of directors. 56. When transfer agent of foreign corporation to exhibit books. 57. Liabilities of stockholder. 58. Limitation of liabilities. § 40. Stock, personal estate, corporation not to purchase.— The stock of every corporation shall be deemed personal property, and shall be represented by a certificate prepared by the directors and signed by the president and 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, but no share shall be transferable until all previous calls thereon shall have been fully paid in, and no corporation shall use any of its funds in the purchase of any stock of its own or any other corpo- ration, unless the same shall have been bona fide pledged, hypothecated or transferred to it, by way of security for, or in satisfaction or part satisfaction, of a debt previously contracted in the course of its business, or shall be purchased by it at sales upon judgments, orders or decrees which shall be obtained for such debts, or in the prosecution thereof. But any domestic corporation, transacting business in this state and also in other states, or foreign coun- tries, may invest its funds in the stocks, bonds or securities of other corporations, owning lands in this state or such states, if dividends have been paid on such stocks continuously for three years immedi- ately before such loans are made, or if the interest on such bonds or securities is not in default; and such stock, bonds or securities shall be continuously of a ma):ket value twenty per cent greater than the amount loaned or continued thereon. [§ 8, chap. 110, Laws of 1850 ; S 1, chap. 146, Laws of 1872 ; S 8, chap. 113, Laws of 1871; §10, chap. 136, Laws of 1853; S 8, chap. 232, Laws of 1851; §8, chap. 971, Laws of 1867 ; § B, chap. 162, Laws of 1888 ; § 7, chap. 67, Laws of 1811 ; § 8, chap. 10, Laws of 1818 ; S 8, chap. 117, Laws of 1853 ; S 8, chap. 37, Laws of 1818 ; S 8, chap. 616, Laws of 1857 ; § 13, chap. 269, Laws of 1848 ; § 9, chap. 203, Laws of 1878.] 52 THE STOCK CORPOEATION LAW. (No. 9.) Form of Certificate of Stock, under "The Stock Corporation Law," Article III, Section 40. No No. of shares Par value of each $ The Company. 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 whekeof, the said company has caused its corpo- rcorporateT ^ate Seal to be affixed hereto and this certificate ta L BeaL J ^g signed by its president and treasurer. Albany, N. Y., 1890. , President. Treasurer. On the reverse side of the certificate of stock should be printed a blank transfer, as follows : For value received, hereby sell, assign and transfer unto , shares of the within men- tioned stock, and do hereby constitute and appoint attorney to transfer the same on the books of the company. Witness my hand and seal, this day of 189 . [seal.] Witness : § 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 sub- scription to fill up the capital stock in such places, and after giving such notices as they may deem expedient, and may continue to receive subscrip- tions until the whole capital stock is subscribed. At the time of subscribing every subscriber shall pay to the directors ten per cent upon the amount sub- scribed by him in money and no subscription shall THE STOCK COEPOKATION LAW. 58 he received or taken without such payment, except as provided in the next section. [§ 4, chap. 203, Laws of 1878 ; § 3, chap. 462, Laws of 1888 ; § l, chap. 974, Laws of 1867 ; § 4, chap. 140, Laws of I860 ; § 5, chap, all, Laws of 1876 ; § n, chap. 232, Laws •of 1854 ] §42. Must be paid for in cash; exceptions.— No ■corporation shall issue either stock or bonds except for money, labor done, or property actually received for the use and lawful purposes of such corporation, D,t its fair value, and all stock issued in violation of the provisions of this section shall be void. [§ 11, chap. 232, Laws of 1854; S 14, chap. 40, Laws of 1848; § 14, chap. 611, Laws of 1876 ; § 2, chap. 333, Laws of 1853 ; § 14, ch. 646, Laws of 1857 ; § 2, chap. 773 ; Laws of 1870.] The fair value contemplated by this section is that which the property liad at the time of the sale. (Huntington v. Attrell ci al.llS N. Y,, 365, 382.) § 43. When payment of subscriptions to be made. — 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 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. [S 4, chap. 228, Laws of 1852 ; S 6, chap. 232, Laws of 1854 ; S 7, chap. 140, Laws of I860 ; § 8, chap. 203, Laws of 1878 ; § 7, chap. 974, Laws of 1867 ; § 5, chap. 67, Laws of 1811 ; § 11, chap. 606, Laws of 1875 ; § 6, chap. 40, Laws of 1848 ; § 11, chap. 611, Xaws of 1876 ; § 6, chap. 117, Laws of 1853 ; § 6, chap. 143, Laws of 1874: S 6, chap. 149, Laws of 1861 ; § 4, chap. 820, Laws of 1872 ; § 6. chap. 37, Laws of 1848 ; 8 6, chap. 546, Laws of 1867 ; S 12, chap. 269, Laws of 1818.] A subscriber to the capital steels of a corporation who has failed to pay for the shares subscribed, as required by the terms of the subscription, is chargeable with interest from the time of the default. (Gould v. Town of Oneonta, 71 N. Y., 805; see, also, 41 N. Y., 888; 16 N. Y., 880; 63 Barb., 444.) 54 THE STOCK COEPOEATION LAW. The statute remedy of forfeiture is afBrmative and contains no words excluding the common law remedy ; the stiitute remedy is merely cumu- lative and does not impair the remedy of the directors to enforce payment by action. (10 Barb., 261 ; 18 Barb., 297; 21 Barb., 543 ; 2 Barb,, 294.) § 44. Increase or reduction of capital stock.— Any- domestic corporation may increase or reduce its capi- tal stock in the manner herein provided. If increased, -the stockholders shall be subject to the same liabili- ties with respect to the additional capital, 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, and the owner of any stock shall not be relieved from any liability existing prior to such reduction. [8 1, chap. 611, Laws of 1872 ; S l, chap. 264, Laws of 1878 ; S 14, chap. 606, Laws of 1875 ; S IB, chap. 135, Laws of 1853 ; S II, chap. 228, Laws of 1852 ; S 19. chap. 332, Laws of 1854 ; i 10, chap. 203, Laws of 1878 ; § 9, chap. 974, Laws of 1867 ; § 20, chap. 40, Laws of 1848 ; § 15, chap. 611, Laws of 1876 ; S 20, chap. 117, Laws of 1853 ; S 7, chap. 248, Laws of 1872 ; 6 13, chap. 820, Laws of 1872 ; S 7, chap. 737, Laws of 1873 ; S 8, chap. 266, Laws of 1848 ; § 20, chap. 37, Laws of 1848] This and the two following sections provide for the increase or reduc- tion of capital stock of all stock corj)orations. (See 19 Hun, 577; 36 Hun, 488; 95 K Y., 93; 93 N. Y., 162.) § 45. Notice thereof to be given. — Every such increase or reduction must be authorized by a vote of the stockholders owning at least two-thirds of the stock of the corporation, taken at a meeting of the stockholders specially called for that purpose. Notice of the meeting, stating the time, place and object, and the amount of the increase or reduction proposed, signed by a majority of the directors, shall be published once a week, ior at least three succes- sive weeks, in a newspaper in the county where its principal business oflSce is located, if any is published therein, and a copy of such notice shall be person- ally served upon or duly mailed to each stockholder or member at his post-oflSce address at least three weeks before the meeting. [8 2, chap. 264, Laws of 1878 ; § 13, chap. 228, Laws of 1852 ; 8 20, chap. 232, Laws of 1854; § 21, chap. 40, Laws of 1848; § 1, chap. 73, Laws of 1866; § IB, chap. 611. THE STOCK COEPOEATION LAW. 55 Laws of 1876 ; S 21, chap. 117, Laws of 1853 ; S 7, chap. 248, Laws of 1872 ; § U, chap. 820, Laws of 1872 ; S 7, chap. 737, Laws of 1873 ; § 8, chap. 265, Laws of 1848 ; 8 21, chap. 37, Laws of 1848,] § 46. Meeting of stockholders for that purpose. — If, at the time and place specified in the notice, the Btockholders shall appear in person or by proxj-, in numbers representing at least two -thirds of all the shares of stock, they shall organize by chot)sing from their number a chairman and secretary, and take a vote of those present in person or by proxy, and if a sufBcient number of votes shall be given in favor of such increase or reduction, a certificate of the pro- ceedings, showing a compliance with the provisions of this chapter, the amount of capital actually paid in, the whole amount of the debts and liabilities of the corporation, and the amount of the increased or reduced capital stock, shall be made, signed, verified and acknowledged by the chairman and secretary of the meeting, and filed in the oflBce 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 railroad corporation, such certificate shall have indorsed thereon the approval of the comptroller, to the effect that the reduced capital is sufficient for the proper purposes of the corporation, and is in excess of its debts and liabilitiep, and that the actual market value of the stock before reduction was less than its par value; and in case of the increase or reduction of the capital stock of a railroad corporation the certificate shall have indorsed thereon the approval of the board of railroad commissioners; and 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 shall be entered upon the minutes of the corporation. If the capital 56 THE STOCK COEPOEATION LAW. stock is reduced the amount of capital over and above the amount of the reduced capital shall be returned to the stockholders pro rata at such times and in such manner as the directors shall determine. [S 3, chap. 26t, Laws of 1878 ; § U, chap. 228, Laws ot 1862 ; § 21, chap. 232, Laws of 1854; § 22, chap. 40, Laws of 1848; § 2, chap. 73, Laws ot 1866; § 15, chap, ail, Laws of 1876 ; S 22, chap. 117, Laws of 1853 ; § 7, chap. 248, Laws of 1872 ; § 16, chap. 820, Laws of 1872 ; § 7, chap. 737, Laws of 1873; 8 8, chap. 265, Laws of 1848; §22, chap. 37, Laws of 1848.] As to approval of Comptroller by corporations organized prior to 1878, see People ex ni., Eden Musee v. Carr, 36 Hun, 488; affirmed, 100 N. Y., 641. (No. 10.) [Copyright, 1890, by Fbank White.] Form of Certificate of Increaso of Capital Stock under "The Stock Corporation Iiaw," Article IJI, Sections 44, 45 and 46. STATE OF NEW TOEK, ) ^ . County op J "We, the undersigned, A B, chairman, and C D, secretary, respectively, of a special meeting of the stockholders of [insert name of company], a domestic corporation, held for the purpose of increasing its capital stock, do hereby certify : That notice of such meeting, stating the time, place and object, and the amount of the increase proposed, signed by a majority of the directors, was published once a week for at least three successive weeks, in {insert name of paper] , a news- paper in the county where the principal business o£&ce of such company is located. That the following is a true copy of such notice : Notice to Stockholders. ,N. T., ,189 . A special meeting of the stockholders of [insert name of company], will be held on the day of , 189 , at o'clock P. M. [or A. M.], at the office of such company, at No street, in the city [or milage] of for the purpose of voting upon a proposition to increase its capital stock from [insert amount of present 'capital stock] dollars, consisting of [insert number] shares of the par value of [insert THE STOCK COEPORA.TION LAW. 57 par value] dollars each, to [insert amount to which stock is increased] dollars, to consist of [insert number] shares of the par value of [insert par value] dollars each. AB, CD, EP, IJ, KL, A majority of the directors. That a copy of such notice was also personally served upon or duly mailed, postage prepaid, to each stockholder or mem- ber of such company, at his post-office address, at least three weeks before the meeting. That at the time and place specified in such notice, stock- holders appeared in person or by proxy, in numbers represent- ing at least two-thirds of all the shares of stock of such company and organized by choosing from their number the undersigned, A B, as chairman, and C D, as secretary, respectively. That upon motion, a vote was 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 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] dollars, to consist of [insert number] shares of the par value of [insert par value] dollars each. That stockholders owning [insert number] shares of stock, being two-thirds of the stock of the corporation, voted in favor of such resolution ; and stockholders owning [insert number] shares of stock voted against its adoption. [Or, " and no stock- holder voted against its adoption,'' if such be the case]. That a sufficient number of votes having been given in favor of such increase, such resolution was declared duly adopted. That the amount of capital of the corporation actually paid in is [insert amount] dollars, and the whole amount of the debts and liabilities of such corporation is [insert amaunt] dollars. That the amount of the increased capital stock is [insert amount] dollars. 8 58 THE STOCK CORPOEATION LAW. In witness whereof, we have made, signed, verified and acknowledged this certificate in duplicate, this day of 189 . A B, Chairman. C D, Secretary. i STATE OF NEW YORK, '^ ^^ County of A B, chairman, and C D, secretary, respectively, of the aforesaid 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 con- tents, and that the same is true. A B, Chairman. C D, Secretary. Sworn to before me, this .... 1 day of ,189 . ) EF, Notary Public, County, N. Y. } STATE OF NEW YORK, County of On this day of 189 , before me personally came A B and C D, to me personally known, and known to me to be the persons described in and who made, signed and veri- fied the foregoing certificate and severally duly acknowledged to me that they had made, signed and verified the same for the uses and purposes therein set forth. EF, Notary Public, County, N. Y. Notes.— There is no filing fee upon above oertifloate. A recording lefi of fifteen cents for each folio of lOO words, contained in the certificate, is pay- able at the ofilce of the secretary of state, and at the ofilce of the clerk of the county, in which the duplicate certificate is filed and recorded. In addi- tion there must be forwarded to the state treasurer, one-eighth of one per cent, upon the amonnt of the increase of capital stock, simultaneously with the transmission of the certificate to the secretary of state. In the case of an increase of capital stock of a railroad corporation, the cer- tificate of such increase is required to have indorsed thereon, the approval of the board of railroad commissioners, before the filing of the duplicate certifi- cates in the offices of the secretary of state and county clerk. No approval is necessary upon the increase of capital stock of other corporations. THE STOCK COEPOEATION LAW. 59 No form of application showing the information or proof to be furnished by a railroad corporation, to obtain such approval of the railroad commissioners^ Is inserted here, for the reason that the reauisites of the board upon the grant- ing of such application, are subject to such changes and modifications as the necessities of each case may demand. (No. 11.) [Copyright, 1890, by Fbank White.] Form of Certificate of Beduction of Capital Stock under "The- Stock Corporation Law," Article III, Sections 44, 45 and 46. STATE OF NEW YORK, ] „„ . County op ) We, the undersigned, A B, chairman, and C D, secretary, respectively, of a special meeting of the stockholders of linsert name of company'], a domestic corporation, held for the purpose of reducing its capital stock, do hereby certify : That notice of such meeting, stating the time, place and object, and the amount of the reduction proposed, signed by a majority of the directors, was published once a week for at least three successive weeks, in [insert name of paper], a news^ paper in the county where the principal business office of such company is located. That the following is a true copy of such notice : Notice to Stockholders. N. T., ,189 . A special meeting of the stockholders of [insert name of com-- pany], will be held on the day of , 189 , at o'clock, P. M. [or A. M.], at the office of such company, at No. . . . street, in the city [or village] of , for the pur- pose of voting upon a proposition to reduce its capital stock from [insert amount of present capital stock], consisting of [insert number of shares] shiures of the par value of [insert par value] dollars each, to [insert amount to which stock is reduced] dollars^ to consist of [insert number of shares] shares of the par value. of [insert par value] dollars each. A. -Dj C D, E F, I J. KL, A majority of the directors. 60 THE STOCK COEPOEATION LAW^ That a copy of such notice was also personally served upon or duly mailed, postage prepaid, to each stockholder or mem- ber of such company, at his post-office address, at least three weeks before the meeting. That at the time and place specified in such notice, stock- holders appeared in person or by proxy, in numbers repre- senting at least two-thirds of all the shares of stock of such company and organized by choosing from their number the undersigned, A B, as chairman, and C D, as secretary, respectively. That, upon motion, a vote was taken of those present in person or by proxy, upon the following resolution ; Resolved, That the capital stock of [insert name of company] be 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 reduced] dollars, to consist of [insert number] shares of the par value of [insert par value] dollars each. That stockholders owning [insert number] shares of stock, being two-thirds of the stock of the corporation, voted in favor of such resolution ; and stockholders owning [insert number] shares of stock voted against its adoption. [Or insert " and no stockholder voted against its adoption,'' if such be the case.] That a sufficient number of votes having been given in favor of such reduction, such resolution was declared duly adopted. That the amount of capital of the corporation actually paid in is [insert amount] dollars, and the whole amount of the debts and liabilities of such corporation is [insert amount] dollars. That the amount of the reduced capital stock is [insert amount] dollars. In witness whereof, we have made, • signed, verified and acknowledged this certificate in duplicate, this day of 189 . A B, Chairman. C D, Secretary. STATE OF NEW YORK, \ ^^ . County of i A B, chairman, and C D, secretary, respectively, of the afore- said meeting, being severally duly sworn, do depose and say, THE STOCK CORPORATION LAW. 61 and each for himself deposes and says, that he has read the foregoing certificate subscribed by him, and knows the contents thereof, and that the same is true. A B, Chairman. C D, Secretary. Sworn to before me, this \ day of ,189 . ) EF, Notary Public, County, N. T. STATE or NEW YORK, 1 ^^ . COTJNTT or j On this day of , 189 , before me personally came A B and C D, to me personally known and known to me to be the persons described in and who made, signed and veri- fied the foregoing certificate and severally duly acknowledged to me that they had made, signed and verified the same for the uses and purposes therein set forth. EF, Notary Public, County, N. Y. Notes. — There ia no filing lee upon above eertifloate. A recording tee of fifteen cents for each folio of lOO words contained in the certificate is payable at the ofilce of the secretary of state, and a like fee at the oifice of the clerk of the county in which the duplicate certificate is filed and recorded. Prior to the filing of such certificate, except in case of a reduction of the capital stock of a railroad corporation, the approval of the state comptroller must be indorsed thereon. In the case of a railroad corporation the certificate is required to have indorsed thereon the approval of the board of railroad commissioners. No form of proof to be presented to obtain such approval of the railroad commis- sioners is inserted here, as the reauirements of such board in relation thereto are subject to such alterations and amendments as the exigencies of each indi- vidual application may demand. Certificates of reduction of capital stock of other companies than railroads should be sent to the comptroller's oface for approval previous 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 afadavit must be furnished the comptroller to enable him to indorse upon the certificate the statutory approval. For such purpose a form of affidavit, designed to contain the essential proof and to meet the reauirements of the comptroller's office, has been prepared and is subjoined herewith. G2 THE STOCK COEPORATION LAW. (No. 12.) [Copyright, 1890, by Fkank White.] I'orm of Proof for the State Comptroller's Information upon an Application for Approval of a Reduction of Capital Stock, under "The Stock Corporation Law," Article III, Section 46. ' I ss.: STATE OP NEW YORK, ■ County op A B and C D, treasurer and secretary, respectively, of linsert 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 corporation ; that a capital of [insert amount to luhich the capital stock is reduced] dollars is sufficient for the proper purposes of the corporation, and is in excess of its debts and liabilities, and that the actual market value of the stock before reduction was less than its par value. A B, Treasurer, C D, Secretary. Sworn to before me, this 1 ...day of 189 . i EF, Notary Public, County, N. Y. Note.— Heretofore the comptroller's mdorsement has been deemed to be required only upon the duplicate certiQcate to be flled In the ofQce ol the secretary of state, and not upon the one to be flled with the county clerk. Under the provisions of section 46 above, however, it seems quite evident that the approval must be indorsed upon both certificates, and no good reason is apparentwhy the certificates should not be duplicates as to the indorsement as well as in other respects. A fee of two dollars Is payable at the comptroller's office for each certificate of approval. No form of certificate of approval is appended here as a printed blank pre- pared by the comptroller is used by that official. § 47. "Wlien preferred may be exchanged for com- mon stock. — Every domestic corporation having pre- ferred and common stock may, upon the written request of the holder of any preferred stock, by a two- thirds vote of its directors, exchange the same for com- mon stock, and issue certificates for common stock therefor share for share, or upon such other valuation as may have been agreed upon in the scheme for the THE STOCK CORPORA.TION LAW. 63 organization of such corporation, or the issue of such preferred stock; but the total amount of capital stock shall not be increased thereby. [§ 1, chap. 225, Laws of 1880.] § 48. Certain transfers of stock and property pro- hibited.— 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 assign any of its property to any of its oflBcers, directors or stockholders, directly or indirectly, for the payment of any debt ; and no officer, director or stockholder thereof shall make any transfer or assignment of its property, or of any stock therein, to any person in contemplation of its insolvency ; and every such transfer or assign- ment to such officer, director or other person, or in trust for them or for their benefit, shall be void. [§ 4. 3d vol., 8th ed. Bev. Stat., p. 1729.] To come "witliin tlie proliibitioii of this section the act complained of must have been done because of existing or contemplated insolvency; the fact that the corporation was insolvent is not conclusive evidence that the transfer or assignment was made in contemplation of the insolvency oi such corporation. (Paulding v. Chrome Steel Company, 94 N. Y. , 334 ; see, also, 90 N. Y., 607 : 81 Hun, 330 ; 5 Hun, 123 ; 18 Abb. Prac. R., 419 ; 59 N. Y., 5 ; 31 N. Y., 406 ; 36 Barb., 261 ; 15 Barb., 63 ; 30 Barb., 644.) § 49. Stockholders may pay proportional share of defaulted bonds.— Whenever default shall be made by any corporation in the payment of principal or interest of any of its bonds, secured by mortgage or deed of trust of its property, any stockholder may at any time during the pendency of the foreclosure of such mortgage or deed of trust and before the sale thereunder pay to the mortgagees or grantees in such mortgage or deed, for the use and benefit of the holders of such bonds, a sum equal to such proportion of the amount due and secured to be paid by such mortgage or deed, as his stock in such corporation shall bear to its whole capital stock, and on making such payment he shall to the extent thereof become 64 THE STOCK CORPORATION LAW. and be interested in such mortgage or deed and protected thereby. [SS 1, 2, chap. 602, Laws 1853.] § 50. May compel execution of duplicate of lost cer- tificate.— The owner of a lost or destroyed certifi- cate 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 dis- trict where he resides, for an order requiring the cor- poration 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 cor- poration, the number and date of the certificate, if known, or 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 presentation 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 presi- dent or other head of the corporation, or on the secretary or treasurer thereof, personally, at least ten days before the time for showing cause. [8 1, chap. 151, Laws of 1873.] § 51. Proceedings in such cases. — Upon the return of the order, with proof of due service thereof, the court shall, in a summary manner, and in such mode as it may deem advisable, inquire into the truth of the facts stated in the petition, and hear the proofs and allegations of the parties in regard thereto, and if satisfied that the petitioner is the lawful owner of the number of shares, or any part thereof, described in the petition, and that the certificate therefor has been lost or destroyed, and can not after due dili- THE STOCK COEPOEATION LA.W. 65 gence be found, and that no sufficient cause has been shown why a new certificate should not be issued, it shall make an order requiring the corporation, within such time as shall be therein designated, to issue and deliver to the petitioner a new certificate- for the number of shares specified in the order, upon depositing such security, or filing a bond in such form and with such sureties as to the court shall appear sufficient to indemnify any person other than the petitioner who shall thereafter be found to be the lawful owner of the certificate lost or destroyed ; and' the court may direct the publication of such notice, either before or after making such order, as it shall deem proper. Any person claiming any rights under the certificates alleged to have been lost or destroyed shall have recourse to such indemnity, and the corporation shall be 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 corporation, on proof of his or their refusal to comply with it. [S 2, chap. 151, Laws of 1873.] 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 can not after due diligence be found. (Matter of Biglin V. Friendship Association, 46 Hun, 334.) § 52. Stockholders may require statement of finan- cial condition to be made. — Stockholders owning five per cent of the capital stock of any corporation not exceeding one hundred thousand dollars, or three per cent where it exceeds one hundred thou- sand dollars, may make a written request to the treasurer for a statement of its affairs, under oath, embracing a particular account of all its assets and liabilities, and the treasurer shall make such state- ment and deliver it to the person presenting the request within twenty days thereafter, and keep on 9 €6 THE STOCK CORPORATION LAW. file for six montlis thereafter a copy of such state- ment, whicli shall at all times during business hours .be exhibited to any stockholder demanding an ■examination thereof ; but the treasurer shall not be required to deliver more than one such statement in ^ny six successive months. For every neglect or refusal of the treasurer to comply with the pro- visions of this section he shall forfeit and pay to the iperson 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. IS 3, ehap. 489, Laws of 1886.] The information required to be furnished by this section is a detailed statement of tlie assets and liabilities of the corporation ; the business transactions of the corporation are not required to be stated. (French v. McMiUan, 43 Hun, 188.) § 53. Stockholders may call meeting to elect direc- tors; if directors fail to do so. — If the directors of any stock corporation shall not adopt a by-law pro- viding for the annual election of directors for sixty days after the first year of the corporate existence, or if for any reason the annual election of directors shall not be held at the time appointed, any stock- holder may call a meeting of the stockholders for the election of directors by publishing the notice required by section twenty of this chapter, and by serving upon each stockholder either personally or by mail, directed to him at his post-office address, a copy of such notice at least fifteen days before the meeting, which shall be held at the principal business office of the corporation, or if it has none at the place in this state, where its principal business has been transacted, or if access to such office or place is denied, at some other place in the city, village or town, where such office or place is or was located. At such meeting the stockholders attending shall constitute a quorum, and they may elect inspectors of election and directors, and adopt by-laws provid- THE STOCK COEPORATION LAW. 67 ing for future annual meetings and election of directors, if the corporation has no such by-laws, which shall have the same effect as if they had been adopted by the directors of the corporation; and transact any other business which may be transacted at the annual meeting of the stockholders. In the absence at such meeting of the books of the corpora- tion, showing who are stockholders, each stockholder, before voting, shall present his sworn statement, set- ting forth the number of shares of stock owned by him and standing in his name on the books of the corporation, and, if known to him. the whole number of shares of stock of the corporation, outstanding at the time when the election should have been held, and on filing such statement he may vote on the shares of stock appearing therein to be owned by him and standing in his name on the books of the corporation. The inspectors shall return and file such staternents with a certificate of the results of the election verified by them in the office of the clerk of the county in which such election is held, and the persons so elected shall be the directors of the corporation. [§§ 3, 4, chap. 189, Laws ot 1885; S 8, 3d vol., 8tli ed. Eev. Stat., page 1730.] § 54. How stockholders may vote. — At every elec- tion of directors and meeting of stockholders of any stock corporation, each stockholder who is not in default in the payment of subscriptions for his stock, shall be entitled to one vote for every share of stock held by him for thirty days immediately preceding the election or meeting. Such vote may be cast by proxy and no person shall vote or issue a proxy to vote at any meeting of stockholders or bondholders, or both upon any stock or bonds, which are not in his possession or under his control, or where he has ceased to retain the title thereto, notwithstanding such stock or bonds may stand in his name on the books of the corporation. No stockholder shall sell his vote, or issue a proxy to vote, upon any stock or 68 THE STOCK CORPORATION LAW. bonds to any person for any sum of money, or any- thing of value. Any person offering to vote upon stock or bonds shall, if required by any inspector of election, or any stockholder present, take and sub- scribe the following oath: "I do solemnly swear that in voting at this election I have not, either directly^ indirectly, or impliedly, received any promise or any sum of money or anything of value, to influence the giving of my vote or votes at this meeting, or as a consideration therefor ; and that I have not sold, or otherwise disposed of my interest m or title to any shares or bonds in respect to which I offer to vote at this election, but that all such shares and bonds are still in my possession, or subject to my control." Any person offering to vote as agent or attorney or proxy for any other person shall, if required by any such inspector or stockholder, take and subscribe the following oath : " I do solemnly swear that the title to the stock or bonds, upon which I now offer to vote, is, to the best of my knowledge and belief, truly and in good faith, vested in the persons in whose names they now stand, and that such persons still retain control of the same, and that I have not, either directly or indirectly, or impliedly, given any promise or any sum of money, or anything of value, to induce the giving of authority to vote upon such stock or bonds to me." The inspectors may administer this oath, and all such oaths and all proxies shall be filed in the oflBce of the corporation. No proxy shall be valid after the expiration of eleven months from its date, and the holder shall not be permitted to vote thereon after that time, unless the stockholder shall have specified therein the length of time it is to con- tinue in force, which shall be for some limited period ; and every proxy shall be revocable at the pleasure of the person executing it. The books and papers of the corporation shall be produced at any meeting of its stockholders upon the request of any stockholder, and if the right to vote upon any share of stock at THE STOCK COEPOEATION LAW. 69 any such meeting shall be challenged, the inspectors of election shall require the transfer books of the corporation to be produced as evidence of stock held therein, and all such shares as may appear thereon in the name of any person shall be voted on by such person, or by proxy, subject to the provisions of this section. [§ 2, chap. 610, Laws of 1880 ; S 8. chap. 135, Laws of 1853.] (No. 13.) [Copyright, 1890, by Feank White.] Porm of Proxy from a Stockholder or Bondholder under "The Stock Corporation Law," Article III, Section 54. Know all men by these presents, that I, , do hereby constitute and appoint C D, to be my lawful attorney, substi- tute and proxy for me, and in my name to vote upon all the stock [or bonds] held by me in [insert name of corporation'] at the annual meeting of stockholders of such corporation [or at a special meeting of such corporation, as the case may be], to be held on the day of 189 , and at any adjourned meeting thereof [or at a meeting of the bondholders of such cor- poration, as the case may be], 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 witness whereof, I have hereunto set my hand and seal this day of ,189 . r f ^ B, [l. s.] In presence of: STATE OF NEW YORK, } ^^ . County of ' A B, being duly sworn doth depose and say, that the stock [or bonds] upon which the above power or proxy to vote is given are in his possession and under his control ; that he has not ceased to retain title thereto, and further, that the above power or proxy to vote has not been issued for any sum of money or anything of value. Sworn to before me this ] day of ,189 . J EF, Notary Public County, N. Y. 70 THE STOCK CORPOEATION LAW. § 55. "Who to vote at election of directors called subsequently to time for annual election. — If the election of directors shall not be held on the day- designated by law, the directors shall call a meeting for such election within sixty days immediately thereafter ; and no shares shall be voted upon at such election, except by the persons or their proxies, who may have appeared on the transfer books of the cor- poration to have had the right to vote thereon, on the day the election should have been held. [S 8, 3d vol. 8th ed. Eev. Stat, page 1730.1 (People ex rel. Walker v. Board of Governors of the Albany Hospital, 61 Barb., 397.) § 56. Transfer agent of foreign corporation to exhibit books.— The transfer agent in this state of any foreign corporation, whether such agent shall be a corporation or a natural person, shall, at all times during the usual hours of transacting business, exhibit to any stockholder of such corporation, when required by him, the transfer book, and a list of the stockholders thereof, if in their power to do so, and for every violation of the provisions of this section, such agent, or any oflScer or clerk of such agent, shall forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal was made. [8S 1, 2, chap. 165, Laws of 1812.1 (44 Hun, .5o2; 19 Abb. [X. C], 1.) § 57. Liabilities of stockholders. — The stockhold- ers of every stock corporation shall, jointly and severally, be personally liable to its creditors, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by the corporation, until the whole amount of its capi- tal stock shall have been paid in, and a certificate thereof, signed, verified and acknowledged by the president and a majority of the directors, shall have THE STOCK COEPORA.TION LAW. 71 been filed and recorded in the office of the clerk of the county, where the principal busin'ess office of the corporation is located. Such stockholders shall, jointly and severally, also 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 einploye shall charge such stockholder for such services, he shall give him notice in writing, within thirty days after the termi- nation of such services, that he intends to hold him liable, and shall commence an action therefor within thirty days after the return of an execution unsatis- fied against the corporation, upon a judgment recov- ered against it for such services. No person holding stock in any corporation as collateral security, or as executor, administrator, guardian or trustee, unless he shall have voluntarily invested the trust funds in such stock, shall be personally subject to liability as a stockholder ; but the person pledging such stock shall be considered the holder thereof, and shall be liable as stockholder ; and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in the like manner, and to the same extent as the testator or intestate, or the ward, or person 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, unless it appears that such executor, administrator, guar- dian or trustee voluntarily invested the trust funds in such stock, in which case he shall be personally liable as a stockholder. [§§ 10, 11, chap. 110, Laws of 1850; §§12,16, chap. 606, Laws ot 1875; § li, chap.. 135, Laws of 1853 ; §§ 6, 6, 7, 8, 9, chap. 228, Laws of 1852 ; § 10, chap. 232, Laws of 1854 ; §§ 12, 16, 18, chap. 232, Laws of 1854 ; §§ 11, 12, chap. 203, Laws of 1878 ; §§ 10, 11, chap. 974, Laws of 1867 ; 8§ 10, 11, 16, 18, 24, chap. 40, Laws of 1848 ; §S 23, 25, chap. 611, Laws of 1875 ; §5 10, 11, chap. 117, Laws of 1853 ; §§ 16, 18, 24, chap. 117, Laws of 1863 ; SS lo, 13, chap. 143, Laws of 1874 ; S 2, chap. 149, Laws of 1861 ; § 3, ohap. 248, Laws of 1872 ; §§ 9, 10, chap. 820, Laws of 1872 ; S 8, chap. 971, Laws of 1867 ; § 3, ohap. 228, Laws of 1877 ; § 10. chap. 265, Laws of 1848 ; § 4, chap. 288, Laws of 1874 ; §5 10, 11, 16, chap. 37, Laws of 1848 i §§ 11, 16, 18, chap. 646, Laws of 1857 ; § 2; ohap. 259, Laws of 1848.] 72 THE STOCK COEPOEATION LAW. The record of a judgment against the corporation is competent evidence of plaintiff's status as a creditor and of tlie amount due him. (Stephens ■V. Fox, 83 N. Y., 313.) The term employe includes the professional man as well as the laborer. (Gurney v. Atlantic and G. W. R'y Co., 58 N. Y., 358 ; see, also, 24 N. Y., 483; 51 N. Y., 155; 62 Barb., 444; 57 N. Y., 334; 19 N. Y., 119; 26 Barb., 203.) To end the liability of a stockholder under this section, the stock must be paid in and tlie certificate made and recorded, (^'eeder v. Mudgett et al, 95 N. Y., 295 ; 29 Hun, 161 ; 13 Hun, 408.) The liability of the stockholder does not exist in favor of the corpora, tion itself but only in favor of such creditors as are within the prescribed conditions and is to be enforced by these in their own right and for their own especial benefit. (Farnsworth v. Wood, 91 N. Y., 308; 88 N. Y., 129 ; 45 Hun, 193 ; 38 Hun, 461 ; ■ 39 Hun, 543 ; 11 Hun, 141 ; 50 N. Y., 668; 28 N. Y., 458,) (No. 14.) [Copyright, 1890, by Fbank White.] Form of Certificate of Full Payment of Capital Stock under "The Stock Corporation Law," Article III, Section 57. STATE OP NEW YORK, ] ^^ , County of J We, the undersigned, the president and a majority of the directors of [insert name of company], a stock corporation, pur- suant to the provisions of " The Stock Corporation Law," article 3, section 57, do hereby certify : That the amount of the capital stock of such company 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 this day of ,189 . A B, President. AB, CD, EF, Directors. STATE OF NEW YORK, ) County op J 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 preside; t cf [int^ert name of corporation], aadi that said THE STOCK COEPOEATION LAW. 73 A B, C D and E F are directors of such company, and a majority thereof; that he has read the foregoing certificate and know the contents thereof and that the same is true. Severally sworn to before me, this ) day of ,189 . ) A B, President, A B, C D, E E, J K, Directors. Notary Public, County, N. Y. STATE OF NEW YORK, I ^^ . County op i On this day of , 189 , before me personally appeared A B, C D and E P, to me severally known to be the persons described in and who signed and verified the foregoing certificate and they severally acknowledged to me that they made, signed, executed and verified the same for the uses and purposes therein expressed. J K, Notary Public, County, N. T. Note.— This certifloate is to be filed and recorded only in the office of the •clerk of the county in which the principal business office of the corporation Is located. Merely a fee of fifteen cents for each folio of loo words for recording is payable. § 58. Limitation of liability.^ No action shall be brought against a stockholder for any debt of the corporation, until judgment therefor has been recov- ered 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 stock- holder. No stockholder shall be personally liable for any debt of the corporation not payable within two years from the time it is contracted, nor unless an action for its collection shall be brought against the 10 74 THE STOCK CORPOEATION LAW. corporation within two years after the debt becomes due ; and no action shall be brought against a stock- holder 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. [§ 8, chap, 228, Laws of 1852 ; §§ lo, 24, chap. lO, Laws of 1848 ; §§23, 2B, chap. 6U, Laws of 1875 ; S 24, chap. 117, Laws of 1853 ; § 3, chap. 228, Laws of 1877 ; § lo, chap. 265, Laws of 1848 ; S 17, chap. 37, Laws of 1848 ; § 20, chap. 646, Laws of 1867.] This section plainly treats the corporation as the primary debtor and the liability of the stockholder as ultimate and subsidiary. (Handy v. Draper, 89 N. Y., 337; see, also, 88 N. Y., 136.) ARTICLE IV. JIlSCELLAXEOUS PROVISIONS. Section 70. Laws repealed. 71. Saving clause. 73. Construction. 73. When to take effect. § 70. Laws Repealed.— Of the laws enumerated in the schedule hereto annexed that portion specified in the last column is repealed. Such repeal shall not revive a law repealed by any law hereby repealed but shall include all laws amendatory of the laws hereby repealed. [New.] §71. Saving Clause.— The repeal of a law or any part of it specified in the annexed schedule shall not aflfect or impair any act done, or right accruing, accrued or acquired, or liability, penalty, forfeiture, or punishment incurred prior to May first, eighteen hundred and ninety-one, under or by virtue of any law so repealed, but the same may be asserted, enforced, prosecuted, or inflicted as fully and to the same extent, as if such law had not been repealed; and all actions and proceedings, civil or criminal, commenced under or by virtue of the laws so repealed and pending on April thirtieth, eighteen hundred and ninety-one, may be prosecuted and defended to THE STOCK COEPQRATION LAW. 75 final eflfect in the same manner as they might under the laws then existing, unless it shall be otherwise specially provided by law. [New.] § 72. Construction.— The provisions of this chapter, so far as they are substantially the same as those of laws existing on April thirtieth, eighteen hundred and ninety-one, shall be construed as a continuation of such laws, modified or amended according to the language employed in this chapter, and not as new enactments ; and references in laws not repealed to provisions of laws incorporated into this chapter and repealed shall be construed as applying to the pro- visions so incorporated, and nothing in this act shall be construed to amend or repeal any provision of the criminal or penal code, or to impair any right or liability which any existing corporation, its ofiieers, directors, stockholders, or creditors may have or be subject to, by virtue of any special act of the legisla- ture creating such corporation, or creating or defin- ing any such right or liability. [New.] § 73. When to take eflfect. — This chapter shall take efiect on May first, eighteen hundred and ninety-one. [New.] Schedule of Laws Kepeaied. Eevised Statutes Bevised Statutes Parti, chap. 18, title 3 Parti, chap, 18, title 4 Section 5. All except sec- tions 5 and 6. ■ Laws of Chapter SECTIONS. 1811...!.. 1822 1842 1847 1847 1848 67 213 165 210 405 37 3, 5. 7. All. All. 38, 39, 40, 41, 43, 44, All. 3, 5, 6, 8, 10, 11, 12, 20, 21, 22. 45, 51. 13, 14, 15, 16, IT, THE STOCK CORPOEATION LAW. Schedule of Laws Repealed — (Continued). Laws of Chapter SECTIONS. 1848 40 3, 5, 6, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 27. 1848 259 2, 5, 12, 13, 16. 1848 265 8,10. 1850 140 4, 5, 7, 8, 9, 10, 11, 48. 1852 228 3 to 14, both inclusive. 1853 117 3, 5, 6, 8, 10 to 25, both inclusive. 1853 135 3, 4, 6, 7, 8, 9, 10, 14, 15, 16, 17. 1853 333 2. 1853 395 All of section 6 to and including the word " trustees " in line 7. 1853 502 All. 1854 232 3, 5, 6, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 24, 25, 27, 28. 1855 425 First and last sentences of section 5. 1857 546 3, 5, 6, 8 and 11 to 20, both inclusive. 1857 776 7. 1860 269 All. 1861 149 2, 5, 6, 7, 9. 1863 134 All. 1864 517 2. 1866 73 All. 1867 419 2. 1867 480 All. 1867 971 First two sentences of 5, and 6, 7, 8. 1867 974 4 to 11, both inclusive. 1868 290 All. 1870 773 All. 1872 248 3, last three sentences of 4, and 7, 8, 9,10. 1872 146 All. 1872 611 All. 1872 820 4, 9, 10, 13, 14, 15. 1873 151 All. 1873 469 All but section 5. 1873 737 7,8. 1874 143 3, 5, 6, 8, 10, 11, 13, 14, 17. 1874 288 4. 1874 430 All. 1875 4 All. 1875 343 9. 1875 «06 10 to 15, both inclusive. 1875 611 5, 10, 11, 12, 13 to 26, both inclusive, and 28, 29. 1877 228 3, 4, 5. 1878 163 1. THE STOCK COEPOKATION LAW. Schedule of Laws Repealed — {Concluded). 77 Laws of Chapter SECTIONS. 1878 203 4, 5, 6, 7, 8, 9, 10, 11, 12, 39, 43, 44.. 1878 264 All. 1879 393 All. 1879 395 All. 1879 413 All. 1880 155 All. 1880 182 1. 1880 225...... All. 1880 510 All. 1881 468 4, 7, 8, 10, 11, 12. 1881 599 1. 1884 252...... 19. 1884 397 All. 1885 141 All. ' 1885 171 All. 1885 489 All except section 2. 1886 586 All. 1888 293 8. 1888 462 3, 4, 5. THE RAILROAD LAW. THE REVISERS' NOTE * The following proposed bill is a complete revision of all the etatutes of the State, having special reference to railroad corporations. The necsssity of the work and its magnitude can be appre- ciated by a glance at the mass of legislation upon the subject enacted during the past forty years. It comprises over 120 different statutes^ without including those which are applicable to other corporations as well as railroads. The most complete collection of thepe laws, which we have found, is contained in the first volume of the report of the Board of Eailroad Commissioners of the State for 1888. The initial act was passed in 1850, and is known as chapter 140 of the laws of that year. But the railroad system of the country was then in its infancy, and this act was soon found to be entirely inadequate for its development and regulation. A large volume of supplemental legislation necessarily followed, embracing the laws establishing street surface railroads, sub- surface roads and elevated railways, all of which were evidently not contemplated in the original enactment. The plan of the proposed revision embodies three principal points: First. The transfer to the general and stock corporation laws of all 'provisions, which are or should be general in their application. In this way, all provisions relating to the filing of certificates and other papers, their effect as evidence, the election of directors and other officers, the conduct of meetings of stock- holders, the general duties and liabilities of officers and stockholders, the increase or reduction of capital stock, the authority to mortgage the corporate property and franchises, * See note, page l. 80 THE BEVISERS' NOTE. the reorganization of insolvent corporations, and the proceed- ings for the condemnation of property, have been omitted, because embraced in other general laws, where they more properly belong. Second. The arrangement in one article, and so far as practi- cable in one section or consecutive sections, of all the provis- ions of the 'present laws relating to any one matter or topic. With this object in view, the chapter has been subdivided into seven articles : the first embracing the requirements and powers necessary for the complete equipment of the corpora- tion for the transaction of its business; the second, all matters relating to its operation and mapagement; the third, the pro- visions for the consolidation, lease or sale of railroads ; the fourth, the special provisions exclusively applicable to street surface roads; the ^ii\ those which relate solely to elevated railways ; the sixth, the constitution of the board of state rail- road commissioners, their powers and jurisdiction ; and the seventh, miscellaneous provisions. This arrangement seemed the most orderly and logical, and it has not been found difficult to classify all the provisions of existing laws under some one of these heads. Third. The expurgation of all superfluous words and forms of expression and irrelevant matter of every kind ; the correc- tion of the loose verbiage which abounds in our later statutes; the adoption of a clear and concise style of expression ; and the welding together in one sentence or paragraph of provis- ions differing only in form of statement, but not in substance. The degree of success which has attended the efforts of the commission in these respects can be best ascertained by a com- parison of the revision with the laws which it will supplant, if adopted. In revising and consolidating into one enactment so many laws upon the same subject, passed at different times under varying circumstances and conditions, and in not a few cases apparently for the purpose of meeting some special exigency under the form of a general law, it is not surprising that some inconsistencies and defects have been discovered. The commission have deemed it their duty to eliminate these inconsistencies and supply all such defects, vsrithout disturbing the general plan of past legislation in regard to the conduct of the business of these corporations. THE EEVISERS' NOTE. 81 The way in which this problem has been solved is best illus- trated in the article relating to the consolidation and lease of railroads. By an act passed in 1869, the consolidation of roads forming a connected or continuous line of transportation was authorized under proper restrictions, which required the assent of at least two-thirds of the stock, and prohibited the consolidation of parallel or competing lines. By an act passed in 1839, when there were but few roads and no competing lines, and when the importance of the act with reference to the future development of the railroad system of the country could not have been foreseen, it was provided that one corporation might lease the roads of another without the consent of the stockholders and without restriction or limitation. Under this law all the parallel and competing lines of the State could be permanently placed under one management by using the form of a lease for 99 or 999 years, and thus a practical consolidation be effected of lines which it is the policy of the law, as declared by the act of 1869, to prohibit. . The commission have met the difficulty by making the pro- visions regulating the consolidation and the lease of roads harmonious in these respects, and affording to the stockholders and the public the same degree of protection in both cases. The general scheme of the present laws for the organization and management of street surface railroads and elevated rail- ways is not materially changed, except that in case of elevated railroads the proposed bill obviates the necessity of a double assessment of damages. Under the act of 1875, the commissioners appointed to determine the necessity of the road, and the conditions upon which it is to be built and operated, and the amount to be deposited as security for damages and expenses, are required to ascertain and determine the amount of damages sustained by each property holder along the line of the proposed rail- way, and the sum total of these several amounts makes up the aggregate amount of damages which the corporation is required to deposit before commencing the construction of its road; but this determination does not seem to have any effect beyond the aid it affords the commissioners in fixing the aggregate amount to be deposited. 11 82 THE KEVISEES' NOTE. The act further provides for the appointment by the court of new commissioners after the completion of the road upon the petition of any property owner, who are to make a new assessment of damages and apportion the moneys deposited as security, but the aggregate of all the damages can not exceed the amount fixed by the first commissioners and deposited by the corporation. Presumably, the appointment of new comniissioners was deemed necessary in order to meet the requirement of the constitution that commissioners to assess damages must be appointed by the court, and the first commissioners under the present law are appointed by the local authorities. In view of the limitation placed upon the action of the second commis- sioners, that the aggregate of their awards can not exceed the amount deposited, which was fixed by the former commission- ers, it wuuld appear that the constitutional requirement was not fully complied with even by this method of procedure. The commission have concluded that the whole matter should be finally disposed of by the action of the first commissioners, and the expense, delay and annoyance of a second proceeding avoided. To accomplish this object it is proposed that the first commissioners should be appointed by the Supreme Court, instead of by the mayor or by the board of supervisors as at present, but the appointment can only be made upon the appli- cation of the mayor or board of supervisors, and the control of the initiation of the proceedings is thus preserved to the local authorities. The commissioners hear the parties upon due notice, take all proofs that may be offered upon the question of damages, and make a report to the court of the amount of their award to each property owner with the testimony, and upon the presen- tation of the report the same proceedings can be had as in other cases for the condemnation of private property. In the revision of the laws relating to the powers of the board of railroad commissioners, a provision has been inserted making it the duty of railroad corporations to comply with its decisions and recommendations, where they are just and reasonable, and have been made after a full investigation, and a hearing of all parties interested. Without such a provision the authority of the board seems to be incomplete, and its efficiency and usefulness greatly impaired. If adopted, no THE EEVISEES' NOTE. 83 hardship can result to any corporation, for the reasonable- ness of the decision of the board will always be open to judicial inquiry. A clause has also been inserted making the findings of the board presumptive evidence of the facts found by them. As the board is in one sense a judicial body, and conducts its investigations in substantially the same manner as questions of fact are examined by judicial tribunals, it would seem that its conclusions should be regarded as presumptively correct, and that the burden of disproving their correctness should be cast upon the party seeking to impeach them. THE RAILROAD LAW. Being Chapter 565, Laws of 1890 . An Act in relation to railroads, constituting chapter thirty-nine of the general laws. Appboved by the Governor June 7, 1890. THE RAILROAD LAW. AeticI/E 1. Organization, general powers, location (§§ 1-20). 2. Construction, operation, management (§§ 30-67). 3. Consolidation, lease, sale, reorganization (§§ 70-83). 4. Street surface railroads (§§ 90-109). 5. Other railroads in cities and counties (§§ 120-141). 6. Board of railroad commissioners (§§ 150-171). 7. Miscellaneous provisions (§§ 180-183). ARTICLE I. Organization; General Powers; Location. Section 1. Short title. 2. Incorporation. 3. Supplemental certificate. 4. Additional powers conferred. 1. Entry upon lands for purpose of survey. 3. Acquisition of real estate. 8. Construction of road. 4. Intersection of streams, highways, plank-roads, turn- pikes and canals. 5. Intersection of other roads. 6. Buildings and stations. 7. Transportation of persons and property. 8. Time and manner of transportation. 9. Purchase of land and stock in other statep. 5. When corporate powers to cease. 6. Location of route. 7. Acquisition of title to real estate. i 8. Of state lands. 9. Construction of road across Indian lands. 10. Through Chautauqua assembly grounds. 11. Intersection of highways, additional lands for. 12. Intersection of other railroads. 86 THE EAILROAD LAW. SECTlOlir 13. Change of route or grade. 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 roads. 19. Location of principal office of such road. 20. Individual, joint-stock association, or other corporation, may lay down and maintain railroad traclis in certain cases. Section 1. Short title.— This chapter shall be known as the railroad law, [New.] § 2. Incorporation.— Fifteen or more persons may become a corporation, for the purpose of building, maintaining and operating a railroad, or of maintain- ing 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 the capital stock, which shall be not 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-oflBce 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. THE RAILEOAD LAW. 87 11. If it is to be a railway corporation, specified in article five of this chapter, the statements required by section one hundred and twenty- six of that article. 12. The name and post-office address of each sub- scriber 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 capital stock authorized by law has been subscribed thereto, and at least ten per cent of such subscription has been 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, and in case of the railway corporations speci- fied in article five of this chapter, the additional, affidavit required by section one hundred and twenty- eight of that article. The filing of every certificate, where the amount of stock required by this section has not been in good faith subscribed and ten per cent thereof paid in cash, shall be void. [§§ 1, 2, Chap. 140, Laws of 1850; §§ 1, 2, chap. 967, Law6 of 1866; §S 6, 6, chap. 66Q, Laws of 1871.] It will be noticed that fifteen persops may now become a railroad cor- poration ; heretofore twenty-five was the minimum number of persons for the incorporation of steam railroad companies and thirteen for street sur- face railroad companies ; the minimum number of directors has by the above section been changed to hine ; it was heretofore thirteen for steam railroad companies and seven for street surface roads. (Rochester. Hor- nellsville and Lackawanna R. R. Co. v. N. Y., L. E. & W. R. R. Co,, 44 Hun, 306 ; affirmed 110 N. Y., 128.) (No. 15.) [Copyright, 1890, by Peank White.] Form of Certificate of Incorporation of a. Railroad Company Under "The Railroad Law," Article I, Section 3. STATE OP NEW YORK, ) ^^ . County of ) We, the undersigned, desiring to become a corporation under and by virtue of the provisions of " The Railroad Law," 88 THE EAILROAD 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], hereby certify as follows: FiKST. The name of the corporation shall be [insert name of company]. Second. The number of years it is to continue shall be [insert number of years]. Thied. The kind of road to be built or operated shall be [state character of road to be built. Examples given : a steam rail- road of standard gauge; a street surface railroad; a steam railroad of narrow gauge]. FouETH. Such railroad is to be built, maintained and operated 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 counties of [insert names of counties] are the names of each county in which any part of it is to be located. Sixth. The amount of the capital stuck shall be [insert amount of capital stock] dollars. Seventh. The number of shares into which the capital stock is to be divided shall be [insert number] shares. Eighth. [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 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: Name. . Fost-o£Bce address. 1. A B 2. CD 3. E P 4. G H 5. I J 6. KL 7. MN 8. PQ 9. R S Tenth. The place where its principal office is to be located is the city [or village] of , county of , N. Y. THE EAILEOAD LAW. 89 Eleventh. [If it is to be a railway corporation, specified in article 5 of " The Railroad Law," the statements required by section 126 of that article should he inserted here.] Twelfth. The name and post-office address of each subscriber and the number of shares of stock he agrees to take in such corporation are subscribed to this certificate. In witness whekeof, we have executed and acknowledged this certificate in duplicate, and have hereunto subscribed our respective names, post-office addresses and the number of shares of stock we severally agree to take in such corporation. Dated the day of ,189 . No. of shares Name. Post-offloe address. subscribed. 1. A B 100 shares 2. C D 100 shares 3. E P 100 shares 4. G H 100 shares 5. I J 100 shares 6. K L 150 shares 7. M N 80 shares 8. P Q 120 shares 9. R S 90 shares 10. T~ U 130 shares 11. V W 110 shares 12. X T 20 shares 13. X B 35 shares 14. T Z 200 shares 15. N 100 shares STATE OF NEW TOEK, ) ^^ . COTJNTT OF ; On this day of , one thousa-nrl pight hundred and , before me personally came [insert the names of the subscribers to the certificate'], 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. Notary Public, County, N. 12 90 THE EAILROAD LAW. STATE OP NEW TORE, ) ^^ . County of J A B, C D, and E F, being severally duly sworn, eacli for himself, deposes and says, that he is a director named in the foregoing certificate of incorporation; that at least $1,000 of capital stock for every mile of road intended to be built has been subscribed thereto ; that at least ten per cent of such subscription has been 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 ivhom the affidavit is made. ] Severally svrorn to before me, this ) day of , 189 . ) Notary Public, County, K Y. Notes.— In ease of the railway corporations spe<^ifled in Article V of "The' Eailroad Corporation Law," the additional affidavit required by section 128 of that article should be appended. The fees payable at the office of the secretary of state upon above oertifloata' are twenty-flve dollars for filing, and a recording fee of fifteen cents per folio for each 100 words contained therein, except In the case of a certificate of incorpora- tion of a railroad to be constructed or operated in a foreign country, for which the filing foo is fifty dollars. At the county clerk's office. In which the dupli- cate certificate is filed, only a recording fee of fifteen cents per folio is payable In addition to the fees mentioned, there must be forwarded to the state treas- urer one-eighth of one per centum upon the amount of the capital stock for the privilege of organization. § 3. Supplemental certificate. — If the names and places of residence of the directors of the corporation have been omitted from the certificate, when executed and acknowledged, and thereafter the requisite num- ber of directors has been chosen at a meeting of the subscribers to the certificate, a supplemental certifi- cate, 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. rp 1, chap. 829, Laws of 1872] § 4. Additional powers conferred. — Subject to the limitations and requirements of this chapter, every railroad corporation, in addition to the powers given THE EAILROAD LAW. 91 by the general and stock corporation laws, shall have power : 1. Entry upon lands for purposes 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 oflScers, agents or servants, to enter upon any lands or waters, subject to liability to the owner for all damages done. 2. Acquisition of real estate.— To take and hold such voluntary grants of real estate and other prop- erty 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 constructiou and maintenance in the manner provided by law, but the real property acquired by condemnation shall be held and used only for the purposes df the corporation during the continuance of the corporate existence. 3. Construction of road — To lay out its road not exceeding six rods in width, and to construct the same ; and, for the purpose of cuttings and embank- ments, to take^ such additional 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. 4. Intersection of streams, highways, plank- roads, turnpikes and canals. — To construct its road across, along or upon any stream, watercourse, high- way, plank-road, turnpike, or across any of the canals of the state, which the route of its road shall intersect or touch. 5. Intersection of other railroads. — To cross, inter- sect, join, or unite its railroad with any other railroad before constructed, at any point on its route and upon the ground of such other railroad corporation, with 92 THE EAILEOAD LAW. the necessary turnouts, sidings, switches and other conveniences in furtherance of the objects of its connection. 6. Buildings and stations. — To erect and maintain all necessary and convenient buildings, stations, fix- tures and machinery for the accommodation and use of its passengers, freights and business. 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.. 8. Time and manner of transportation — To regu- late the time and manner in which passengers and property shall be transported, and the compensation to be paid therefor. 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 own- ing lands in another state for the purpose of securing for such railroad corporation in this state a perma- nent supply of fuel for its use, and stock of corporations in this state, formed for the purpose of erecting union railway depots. [8 3, chap. 404, Laws of 1847 ; 8 28, chap. 140, Laws of 1850 ; 8 2, chap. 586, Laws of 1873 ; § 26, chap. 606, Laws of 1875 ; 8 2, chap. 273, Laws of 1882 ] § 5. When corporate pow^ers 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 expend thereon ten per cent 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. [8 1, chap. 155, Laws of 1846 ; § 47, chap. 140, Laws of 1850 ; Si, chap. 775, Laws of 1867.] THE EAILROAD LAW. 93 § 6. Location of route.— Every railroad corporation, before constructing any part of its road in any county named in its certificate of incorporation, or institu- ting any proceedings- 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 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 pur- chased by or given to it of the time and place such map and profile were filed, and that such route passes over the lands of such occupants. Any such occu- pant or the owner of the land aggrieved by the pro- posed location, may, within fifteen days after receiv- ing such notice, give teii days written notice to such corporation and to the owners or occupants of lands to be afiected 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 desig- nated by the corporation, and of the proposed alter- ation 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 disin- terested 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 hearing the parties, to affirm the route originally designated, or adopt the proposed alteration thereof, as may be 94 THE RAILROAD LAW. consistent with the just rights of all parties and the public, including the owners or occupants of lands upon the proposed alteration ; but no alteration of the route shall be made except by the concurrence of the commissioner, who is a practical civil eng-i- neer, 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 appointment, make and cer- tify their written determination, which with the petition, map, survey and profile, and any testi- mony 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 department 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 person whu applied for their appointment; and if the route of the road, as designated by the corporation, is altered by the com- missioners, or by the order of the court, the corpora- tion shall refund to the petitioner the amount so paid, unless the decision of the commissioners is reversed upon appeal taken by the corporation. No such corporation shall institute any proceedings for the condemnation of real property i^i any county until after the expiration of fifteen days from the ser- vice by it of the notice required by this section ; nor THE EAILROAD LAW. 95 until after the final determination of all applications that may be made for a change of route in such county. Every such corporation shall within a rea- sonable time after its road shall be constructed, make a map and profile thereof, and of the lands taken or obtained ior its use, to be drawn on a scale and on paper designated by the railroad commissioners, to be certified and signed by the president and engineer of the corporation, and filed in the office of the rail- road commissioners. If the route, as located upon the map and profile filed in the ofiice 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 ofiice of the county clerk. [§§ 1, 2, chap. 161, Laws of 1838 ; S 22, chap. 140, Laws of 1850 ; § 15, chap. 140, Laws of 1850.] Questions of fact passed upon by the commissioners after hearing testi- mony and personally inspecting the route are not reviewable upon appeal. (Matter of application of the N. Y., L. E. & W. R. R. Co., 99 N. Y., 388; 89 N, Y., 443.) The map required to be filed by a railroad company is sufficient if it shows the alignment and profile ; it is not essential that it should show all the connections, turnouts and switches. (People v. Brooklyn, Flatbush and Coney Island R. R. Co., 89 N. Y., 73.) The commissioners must either approve the route proposed by the company or make all necessary alterations ; when this is done the route, through the county is established. The statute contemplates but one board of commissioners in a county. (People ex rel. Erie and Genesee Valley R. R. Co., v. Tutibs et al., 49 N, Y., 356.) When a map and profile have been duly filed the company has acquired a vested and exclusive right on the line which it has adopted, subject to the right of other railroad companies to cross its route and lands accord- ihg to law. a^ochester, H. & L. R. R. Co. v. N. Y., L. E. & W. R. R. Co., 110 N. Y., 138.) § 7. Acquisition of title to real property — -All real property, acquired by any railroad corporation for the purpose of its incorporation, shall be deemed to be acquired for a public use. If the corporation is unable to agree for the purchase of any real prop- erty, or of any right, interest or easement therein, required for such purpose, or if the owner thereof 96 THE EAILEOAD LAW. shall be incapable of selling the same, or if after diligent search and inquiry the name and residence 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 sjiall 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, and (4) and where it shall require any further right to lands or to the use of lands for the flow of water occasioned by railroad embankments or structures now in use, or hereafter rendered necessary, or for any other purpose necessary for the operation of such railroad, 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 protect- ing its road or for the purpose of preventing any embankment, excavation or structure of such rail- road from injuring the property of any person who may be rendered liable to injury thereby. Waters commonly used for domestic, agricultural or manu- facturing purposes, shall not be taken by condemna- THE ElILROAD LAW. 97 tion to such an extent as to injuriously interfere- with such use in the future; and no railroad cor- poration shall have the right lo acquire by condem- nation any right or easement in or to any real prop- erty owned or occupied by any other railroad corpo- ration, 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. [§ 3, chap. 272, Laws ol 1847 ; §§ l, 2, 3, chap. 404, Laws of 1847 ; §S 13, 14, 15, 16, 17,. 18, 19, 20, 21, chap. 140, Laws of 1850 : S 3, chap. 19, Laws of 1351 ; §§ 4, s, 6, 7, chap. 282, Laws of 1854; S 1, ehap. 515, Laws of 1867 ; § 6, chap. 560, Laws of 1871 ; § 17,. chap. 606, Laws of 1875 ; 8 24, chap. 606, Laws of 1875.] § 8. Railroads through public lauds. — The com- missioners of the land office may grant to any domestic railroad corporation any land belonging to- the people of the state, except the reservation at Niagara and the Concourse lands on Coney Island, which may be required for the purposes of its road, on such terms as may be agreed on by them ; or such corporation may acquire title thereto by condemna- tion ; and the county or town officers having charge of any land belonging to any county or town, required for such corporation for the pur[)ose of its road, may grant such land to the corporation for such compen- sation as may be agreed upon. [! 25, chap. 140, Laws of 1850 ; S 1, chap. 148, Laws of 1881.] 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 K. Y., 251.) § 9. Railroads through Indian lands. — Any rail- road corporation 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 occupy the same for any purposes other than may be necessary for the construction, occupancy and maintenance of such railroad, and 13 98 THE RAILROAD LAW. 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. [§§ 1, 2, chap. 316, Laws of 1836.] § 10. Railroads through Chautauqua assembly grounds.— No railroad corporation shall build, con- struct, or operate any railroad in, upon, over or through the grounds, lands or premises 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 ot such assembly corporation. [S 1, chap. 403, Laws of 1886.] § 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 highways 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, THE RAILROAD LAW. 99 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 construct such highway, turnpike or plankroad, on such new line as its direct- ors may select, and may take additional lands there- for by condemnation if necessary. Such lands so taken shall become part of such intersecting high- way, 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 sustained by any turnpike or plankroad corporation in consequence of its crossing or occupation of any turnpike or plankroad, 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. [5 24, chap. 110, Laws of 1850 ; § 4, chap. 19, Laws of 1851.] As to the duty of the railroad corporation to restore street, highway, plankroad, etc., to its former state, see 28 Hun, 472 ; 25 Hun, 585 ; 80 N. Y., 216 ; 29 Hun, 560 ; 27 Hun, 589 ; 45 N. Y., 846 ; 74 N. Y., 302 ; 58 N. Y., 152 ; 84 N. Y., 247 ; 89 N. Y., 266. § 12. Intersection of other railroads.— Every rail- road corporation, whose road is or shall be intersected by any new railroad, shall unite with the corporation owning such new railroad in forming the necessary intersections and connections, and grant the requisite facilities therefor ; and 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- 100 THE KAILEOAD LAW. demnation law ; and such commissioners may deter- mine 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, merchandise and other property intended for points on their respective roads, with the same dispatch as, and at a rate of freight, not exceeding the local tariff rate charged for similar goods, merchandise and other property, received at and forwarded from the same point for individuals and other corporations. [§6, Chap. 140, Laws of 1850.] As to power of commissioners to control the manner of crossing and the compensation to lie awarded for the privilege, see JIatter of Lockport and Buffalo R. R. Co. (19 Hun, 3H); see, also, 77 N. Y., 557; 79 N. Y., 64; 44 Hun, 215. § 13. Change of route, grade, or terminus. — Every domestic railroad corporation 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 cer- tificate 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 certificate of such alteration or change ; and if the same is made after the corpora- tion has commenced grading the original route, com- pensation 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 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 corpora- THE EAILROAD LAW. 101 tion, which has issued bonds, and taken any stock or bonds in aid of the construction of such railroad without the written consent of a majority of the tax- ])ayers 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 alteration 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 trustees of the village. Any railroad corporation whose road as located terminates at any railroad previously con- structed or located, whereby communication might be had with any incorporated city of the state, may amend its certificate of incorporation so as to ter- minate its road at the point of its intersection with any railroad subsequently located to intersect it, and thereby, by itself or its connections, afford communi- cation with such city, with the consent of the stock- holders owning two -thirds of the stock of the corporation. Any railroad corporation may by a Vote of its directors change the grade of any part of its road, except in the city of Buffalo, in such manner as it may deem necessary to avoid accidents and to 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 superin- tendent of public works, at any point where its road crosses any canal or canal feeder, except in the city of Buffalo. 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 feeder belonging to the state so far as may be necessary to preserve the free and perfect use of such canals or feeders, or to X02 THE EAILROAD LAW. 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 superintend- ent,* 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. [§ 4, chap. 272, Laws of 1847 ; § 1, chap. 404, Laws of 1847 ; S 23, chap. 140, Laws of 1860 ; § 17, chap. 282, Laws of 1854 ; 8 l, chap. 478, Laws of 1866 ; S 2, ohap. 560, Lawa of 1871.] It is not necessary that the directors at the time of voting should desig- nate the particular line to be occupied by the road; it is sufficient if the directors by proper vote determine that the road shall be built upon a new route in a specified adjoining county. The^ designation of the exact line is a subsequent proceeding. (Matter of N. Y., L. & W. R. R. Co. V. N. Y., L. E. & W, R. R. Co., 88 X. Y., 279.) (No. 16.) tCopyrlRht, 1B90, by Fbank White 1 Form of Certificate of a Domestic Railroad Company for a Change of Route under "The Railroad Law," Article I, Section 13. STATE OF NEW TOEK, ) ^^ . County op ) The [insert corporate name of company^, a domeBtic railroad corporation, by its president and secretary, who are duly authorized to make this certificate, does hereby certify, pur- suant to " The Railroad Law," article I, 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 viUage'] of , on the day of 189 , at o'clock, P. M. [or A. M.], all of the directors being * So in the original. THE EAILEOAD LAW. 103 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 linsert corporate name] Company, alter or change its route [or a part of the route of its road, or its termini, or locale such route, or a part thereof, or its termini m an adjoining county, as the case may be] as follows, to wit : [Hiere insert the proposed alterations or changes in the route or termini of the road], and Further, Resolved, That the president and secretary of the company 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 witness whereof, we have made and executed this certifi- cate, and have hereunto set our hands and affixed the corpo- rate seal of said company this .... day of , 189 . President. [■Corporate"] Secretary. STATE OF NEW TOEK, K^ . « County of '. i [Insert the name of the secretary], being duly sworn, deposes and says that he is the secretary of said [insert name of the company] mentioned in the foregoing certificate ; that he knows the corporate seal of such company ; that the corporate seal affixed to said certificate is the corporate seal of said company, and was so affixed by order of the board of directors of said company ; that deponent is acquainted whh [insert the name of the president of the company] and knows him to be the president of said company; that he is acquainted with the handwriting of said [insert the name of the president] and that the signature of [insert name of president], subscribed to said certificate as president of said company, is in the genuine handwriting of said [insert president's name], and was 304 THE EAILEOAD LAW. thereto subscribed by order of said board of directors ; and the deponent subscribed his name thereto as such secretary, as aforesaid, by virtue of a like order of said board of directors. Secretary. Sworn to before me, this ) ...day of 189 . i Notary Public, County, N. T. Notes.— The forogoing certiflcate Is required to be filed in tlie county clerk's office toeether with a survey and map of the alteration or change of route. The fee payable upon the certificate la fifteen cents per folio for each 100 words contained therein, and upon the map and surrey a filing fee of six LAW. 109 ment, subject to the laws of the country or countries where such property may be, and the power of sale hereby granted shall be exercised only by a majority of the entire board ot directors of the cor- poration, 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 transportation lines' by the power or force of steam or of animals, or by mechanical or other power, and receive compensation therefor subject to the laws of the place or country where the same are situated. 5. To acquire and use such real estate and other property m 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. [§ 5, chap. 468, Laws of 1881 ] § 19. Location of principal ofQ.ce of such road Every such corporation shall maintain its principal office within this state, and shall have, during busi- ness 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 directors, which shall be known as the annual meeting and be held at the time and place fixed by the by-laws of the corporation. a 9, chap. 468, Laws of 1881.] § 20. Individual, joint stock association, or other corporation may lay down and maintain railroad tracks in certain cases.— Any individual, joint stock association or corporation, 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 transac- tion of its business, and to connect any place of business owned by them with the track of any rail- road corporation, and render such place of business 110 THE EAILROAD LAW. 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 con- trol 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 ail 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. [§ 1. chap. 267, Laws of 1880; S l, chap. 140, Laws of 1882.1 ARTICLE II. Co^'STn^CTIOX, Opekatiox and JIanagement. Section 30. Liability of corporation fur laborers' wages. 31. Weight of rail. 32. Fences, farm-crossings and cattle-guards. 33. Sign-boards and flagmen at crossings. 34. Kotiee of starting; no preference. 35. Accommodation of connecting roads. 36. Locomotives must stop at grade crossings. 37. Rates of fare. 38. Legislature may alter or reduce fare. 39. Penalty for excessive fare . 40. Passenger refusing to pay fare may be ejected. 41. Extra fare for sleeping car. 42. Persons employed as drivers and conductors. 43. Conductors and servants must wear badges. 44. Checks for baggage. 45. Penalty for injury to baggage. 46. L'nclaimed freight or baggage. 47. Tickets and checks "by steamTjoats. THE EAILKOAD LAW. HI Section 48. Rights and liabilities as common carriers. 49. Duties imposed: 1. Kind of switches to he used. 3. Warning signals. 3. Guard posts. 4. Automatic couplers. 5. Automatic or other safety brake. 6. Tools to be kept in passenger car. 7. To provide water for passengers. 50. When other safeguards may be used. 51. Stoves and furnaces prohibited. 53. Must cut Canada thistles. 53. Riding on platform and walking on tracks. 54. Corporations may establish ferries. 55. What railroads may cease operations in winter. 56. Mails. 57. Corporation must make annual report. 58. When conductors and brakemen may be sjjecial policemen. Section 30. Liability of corporation to employes ■of contractor. — An actioji may be maintained against any railroad corporation by any laborer for the amount due him from any contractor for the con- struction of any part of its road, for ninety or any less number of days' labor performed by him in con- structing 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 performed, personally, or by leaving it at his office or usual place of business with some person of suitable age 112 THE EAILROAD LAW. 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 oflBcer or director of the corporation. [8 12, ehap. 140, Laws of 1850 ; § 16, ohap. 606, Laws of 187B.] The words "laborer and labor" are used in their ordinary and usual sense, and imply the personal service and work of the individual designed to be protected. One who contracts for and furnishes the labor and services of others is not included, nor is one who contracts for and furnishes a team or teams for work, whether with or without his own services. (Balch v. N. Y. & O. M. R. R. Co., 46 N. Y., 521. See, also. Moore v. Taylor et al., 43 Hun, 45.) § 31. Weight of rail.— The rail used in the construc- tion 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 all other roads not less than fifty-six pounds to the lineal yard on 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 turn- outs, sidmgs and switches. [§ 6, chap, 272, Laws of 1847 ; § 27, chap. UO, Laws of 1850 ; % e, ohap. 560, Lawa of 1871.1 § 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 roads arc open for use, and so soon as it has acquired the right of way for its roadway, erect and thereafter maintain on the sides of its road^ fences of the length and strength of a lawful division fence, with openings or gates or bars therein, at the farm crossings, for the use of the owner and occu- pants of the adjoining land and shall also construct, where not already done, and hereafter maintain cattle-guards at all road crossings, suitable and suflS- cient to prevent cattle, horses, sheep and hogs, from going upon its railroad. So long as such fences are not made or not in good repair, the corporation, ita THE EAILROAD LAW. US 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 thareon,, but when made and in good repair, they shall not be liable for any such damages, 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 constructing the same, and no railroad need be fenced when not necessary to prevent horses, cattle, sheep and hogs from going upon its track from the adjoining land. Every adjoining landowner 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 fenoe; and 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 may there- after build and maintain such fence, and may recover of the person neglecting to build and main- tain it the expense thereof. ( Thus amended by,- chapter 367, Laws 0/ 1891.) [§ 44, chap. 110, Laws of 1.860 ; § 8, chap. 282, Laws of 1851 ; S 2, chap. 582, Laws of 1861.] To create a liability under this section there must be some action on the part of the corporation by its mechanical or other agents producing the injury; no liability is imposed for iniuries to domestic animals caused by themselves, when straying upon the railroad. (Kiiight v. N. Y., L. E., & W. R. R. Co., 99 N. Y., 25 ; for cases showing liabilitiesof railroads, see 41 Hun, 80 ; 15 Hun, 333 ; 67 N. Y., 153 ; 61 N. Y. 355 ; 38 N. Y., 436 ; 13. N. Y., 42; 1 Hun, 378; 5 Hun, 344; 18 Hun, 108; 35 N. Y., 641 ; 46 Hun, 386; 34 N. Y., 437; 37 K. Y., 370; 63 N. Y., 58; 19 Barb., 364;. 33 Bar^., 573 ; 29 Barb., 647 ; 31 Barb., 498 ; 57 Barb., 590 ; 18 Barb., 350 ; 14 Barb., 364: 13 Barb., 390; id., 594). Owners of adjoining lands are not confined to an action for damages given by this section ; they may enforce the performance of the duty imposed. (Jones v. Seligman et al., 81 N. Y., 190.) The court has power to direct the construction of a crossing under the tracks of the railroad. (Jones v. Seligman et al., 81 N. Y., 190). This, section has no application to fences for the protection of persons travel- ing upon a highway. (Ditchett v. S. D. & P. M. R. R. Co., 67 N. Y., 425.> 15 114 THE HAILROAD LAW. § 33. Sign boards and flagmen at crossings.— Every railroad corporation shall cause boards to be placed, well supported and constantly maintained across each traveled public road or street, where the same is crossed by its road at grade. They shall be ele- vated sn as not to obstruct travel, and to be easily seen by travelers ; and on each side shall be painted in capital letters, each at least nine inches in length and of suitable width, the Avords : "Railroad cross- ing ; look out for the cars ;" but such boards need not be put up in cities and villages, unless required by the officers having charge of the streets. At any point where a railroad crosses a street, highway, turnpike, plankroad, 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 reques't of the local authori- ties 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 sucli 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 crossings by a rail- road at grade of the streets, highways, turnpikes, plankroads, 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 pro- tected 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 thirty 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 thirty miles an hour. [§ 40, chap. 140, Laws of isso ; § 3, chap. 439, Laws of 1884 ; § l„chap. 242, Laws of 1889.] THE EAILEOAD LAW. 115 § 34. Notice of starting trains ; no preferences. — Every railroad corporation shall start and run its cars for the transportation of passengers and prop- erty 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 passen- gers and property at, from and to, such places, on the due payment of the fare or freight legally author- ized therefor. No preference for the transaction of business 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, asso- ciations or corporations competing in the same busi- ness, or in the business of transporting property for themselves or others. [§ 36, chap. 140, Laws of 1850 ; S 30, chap. 606, Laws ol 1875.] A railroad corporation receiving perishable property for transportation and payment of freight, is bound to forward it immediately to its desti- nation; if it has not the means of transportation it is its duty to refuse to receive the property. (Tierney v. N. Y. C. & H. E. R. B. Co., 76 N. Y., 305; see, also, 104 K Y., 58 ; 80 N. Y., 31 ; 13 N. Y., 245; 49 Barb., 389, cases bearing upon this section.) § 35. Accommodation of connecting roads.— Every railroad 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 connecting 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 accom- 116 THE RAILEOAD JAW, modate the business of each 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 con- necting or intersecting roads, and upon fourteen days' notice to the corporation owning or operating the other road, prescribe such regulations as will secure, in their judgment, the enjoyment of equal privileges, accommodations and facilities to such connecting 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 commis- sioners 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. [8 1, chap. 222, Laws of 1847.] (See 29 Barb., Se-oT.) § 36. Iiocomotives must stop at grade crossings.— All trains and locomotives on railroads crossing each other at grade shall come to a full stop before cross- ing, not less than two hundred 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 corpora- tions can not agree as to the expense of the watch- man, it shall be determined by the supreme court, upon motion thereto by either of them. If the cor- porations disagree as to the precedence of trains, the board of railroad commissioners may, after hearing, upon the application of either corporation, prescribe rules in relation thereto. The full stop and crossing on signal may be discontinued if the board of rail- road commissioners shall decide it to be imprac- ticable, or if, with the approval of the commissioners, an interlocking switch and signal apparatus is THE EAILEOAD LAW. 117 adopted and put in operation at such a crossing. The full stop and crossing on signal shall not be required in 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 commis- sioners 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. No railroad corporation, or any officer, agent or employe thereof, shall stop its cars, horses, or loco- motives upon a grade crossing of a railroad of another corporation, for the purpose of receiving or deliver- ing passengers or freight, or other purpose, and any person or corporation violating this provision, shall ^be liable to a penalty of two hundred and fifty dollars. t§ 1, chap. 415, Laws o£ 1879 ; S 5, chap. 439, Laws of 1884.] § 37. Rates of fare. — Every railway corporation may fix and collect the following rates of fare as com- pensation, to be paid for transporting any passenger and his ordinary baggage, for each mile or fraction of a mile : 1. Where the motive power is rope or cable, pro- pelled 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 overcomes 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. If a narrow-gauge road, not incorporated prior to May fifteenth, eighteen hundred and seventy-nine, and not located in the counties of New York and 118 THE EAILROAD LAW. Kings, or within the limits of any incorporated city, and not more than twenty-five miles in length, five cents ; if over twenty-five and not more than ferty miles, four cents ; and if over forty miles, three cents. Where by the laying down of a third rail upon a rail- road 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, including any connecting road of the same gauge, such railroad, for the purpose of fare, shall be deemed a narrow-gauge road, 3. 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. 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 passengers 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 per passenger, per mile, upon any part or portion of the consolidated line, than was allowed by law to be charged by each THE EAILROAD LA.W. 119 existing corporation thereon previously to such consolidation . [8 3, chap. 697, Laws of 1866 ; § 3, ehap. 917, Laws of 1869 ; § 6, chap. 660, Laws of 1871 ; § 1, chap. 470, Laws of 1881 ; S i, chap. 386, Laws of 1883 ; g 2, chap. i22, Laws, of 1884 ; 8 1, chap. 636, Laws of 1887.] § 38. Legislature raay 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 stich roadj but the same shall not, without the consent 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 exami- nation 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 from all sources, for the year then last past, shall have exceeded an annual income of ten per cent upon the capital of the corporation actually expended. [§ 33, chap. 140, Laws of 1850.] § 39. Penalty for excessive fare. — Any railroad corporation, which shall ask or receive more than the lawful rate of fare unless such overcharge was made through inadvertence or mistake, 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 commenced within one year after the cause of action accrued. [§ 1, chap. 185, Laws of 1857.] Only one penalty of fifty dollars can be recovered for all acts committed prior to the commencement of the action. (Fisher v. N. Y. C. & H. Pv. 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.) § 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 ;i20 THE RAILEOAD LAW. 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 dwell- ing house, as the conductor may elect. [§ 35, chap. 140, Laws of 1850 ; § 29, chap. 006, Laws of 1875.] ■\Vhere in consequence of the refusal of a passenger to pay his fare the train- is stopped for the sole purpose of putting him ofif, 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, iuid if he refuses and ejects the passenger the company is liable. (C)'Brien v. N. Y. C. it H. K. R. R. Co., 80 X. Y., 236; see, also, 35 Hun, 313; 14 Barb., 590; 31 Barb., 558.) § 41. Extra fare for sleeping car.— Any patentee of a sleeping car, or his legal representative, may place his car upon any railroad, with the assent of the cor- poration owning or operating such road; and may charge for the use of the same, in all cases, to each passenger occupying it, forty cents, which shall entitle the passenger to the use of a berth for one hundred miles, and at the rate of three mills for every additional mile, but in no case shall the charge exceed eighty cents. The railroad corporation per- mitting the use of any such car shall be liable for damages for injuries received therein to the same ■extent as if received in its own car; and it shall keep sufficient first-class cars of other kinds for the con- venient use of passengers not wishing to use a sleep- ing car. Every person using a sleeping car shall be furnished with a ticket, having plainly written or printed thereon " sleeping car," and no railroad cor- poration shall be interested in the additional sum paid for the use of berths in sleeping cars run upon its road. [8§ 1, 2. 3, i, chap. 125, Laws of 1858.J § 42. Persons employed as drivers and conductors. Any railroad corporation may employ any inhabitant of the state, of the age of twenty-one years, not THE EAILROAD LAW. 121 addicted to the use of intoxicating liquors, as a car driver or conductor, or in any other capacity, if fit and competent therefor. [S 1, chap. 246, Laws of 1865.] § 43. Conductors and employes must wear badges. Every conductor and employe of a railroad corpora- tion 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 employment, and the initial letters of the corporation employing him, and without such badge he shall not demand or receive from any passenger any fare or ticket or meddle or interfere with any passenger, his baggage or property, or exercise any of the powers of his employment. 15 30, chap. 140, Laws of 1850 ; § 27, chap. 606, Laws of 1875 ] § 44. Checks for baggage.— A check, made of some proper metallic substance of convenient size and form, plainly stamped with numbers, and furnished with a convenient strap or other appendage for attaching to baggage, shall be affixed to every piece or parcel of baggage when taken for transportation for a passenger by the agent or employe of such corporation, if there is a handle, loop or fixture therefor upon the piece or parcel of baggage, arid a duplicate thereof given to the passenger or person delivering the same for 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 conductor in charge of the train. Such baggage shall be deliv- ered, 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 stopping place, upon presentation of such duplicate check to the officer or agent of the railroad corpora- 16 122 THE EAILEOAD LAW. tion, or of any corporation, over any portion of whose road it was transported, [§ 6, chap. 272, Laws of 1847; § 37, chap. 140, Laws of I860.] By the sale of a ticket to a passenger, as incident to the contract without any specific agreement or separate compensation, a common carrier becomes obligated to carry the baggage of the passenger, to a reasonable amount, and to deliver it at the end of the route to him or his authorized agent. (Isaacson v. N. Y, C. & H. R. R. R. Co., 94 N. Y., 278.) The cheek delivered to the passenger is not regarded as embodying the contract of carriage, but is only a voucher or token to enable him to iden- tify and claim his baggage at the end of the route. (Isaacson v. N. Y. C. & H. R. R. R. Co., 94 N, Y., 378.) § 45. Penalties for injuries to baggage —Any per- son, whose duty it is for or on behalf of the common carrier to handle, remove or care for the baggage of passengers, who shall recklessly or willfully injure or destroy any trunk, valise, box, bag, package or parcel, while loading, unloading, transporting, deliv- ering or storing the same, or any railroad corporation, which shall knowingly keep in its employment any such willful or reckless person, or which shall per- mit any injury or destruction of such property, through failure to provide suflBcient help and facili- ties for the handling thereof, shall pay to the party injured thereby the sum of fifty dollars, in addition to auch damages. [S 7, chap. 439, Laws of 1884.] § 46. Unclaimed freight and baggage. — Every rail- road, or other transportation corporation, doing busi- ness in this state, which shall have unclaimed freight or baggage, not perishable, in its possession for the period of one year, may sell the same at public auction, after giving notice to that effect, once a week for not less than four weeks, in a newspaper pub- lished in the county where the baggage remains unclaimed, and in a newspaper published in the county where the sale is to be had, and in a news- paper published in the city of New York, which notice shall contain, as near as practicable, a description of such freight or baggage, the place and time when THE EAILROAD LAW. 123 left, and the name of the owner, if known ; and a. copy of such notice shall be posted in a conspicuous, place at each depot or station, where any portion of such freight or baggage remained unclaimed, at least four weeks before such sale, and a copy thereof shall be served on the comptroller of the state, at least two weeks before such sale. Perishable freight or baggage may be sold without notice, as soon as it can be, upon the best terms that can be obtained. All moneys arising from the sale of such freight or bag- gage, after deducting therefrom charges and expenses for transportation, storage, advertising, commissions for selling the property, and any amount previously paid for its loss or non-delivery, shall be deposited by the corporation making such sale, with a report thereof, and proofs of advertisement, if any, and if none, proofs that the property was perishable, with the comptroller for the benefit of the general fund of the state, and shall be held by him in trust for reclamation by the persons entitled to receive the same. [§§ 10, 11, 12, chap. 282, Laws of 1854; §§ 3, 4, chap. 444, Laws of 1857.] § 47. Tickets and checks for connecting steam- boats. — The proprietors of any line of steamboats, terminating or stopping for passengers at any place where a railroad corporation has a depot or station,, may furnish tickets and baggage checks to such cor- poration for the use of passengers, traveling over its road, who desire to connect with such line of boats at any such place, and the railroad corporation shall sell such tickets and deliver a duplicate of one of such checks to any such passenger applying there- for, and shall account for and pay over to the proprietor of such line, of boats all moneys received by it for the sale of such tickets ; and any such rail- road corporation may furnish tickets and checks for baggage to the proprietors of any such lino of steam- boats for the use of passengers traveling over any part of such line of boats, who desire to connect with the railroad of any such corporation at any such 124 THE EAELROAD LAW. place, and such proprietors shall sell such tickets and deliver a duplicate of one of such checks to any such passenger applying therefor, and shall account for and pay over to such corporation all moneys received by them for the sale of such tickets. No greater rate of fare shall be charged by any railroad corporation to any such passenger for the distance traveled over its road than is charged to travelers for the same distance whose trip ends at the place where connection is made with any such line of boats, and no greater rate of fare shall be charged by the pro- prietors of any such steamboat line to any such passenger for the distance traveled over its line, than is charged to travelers for the same distance whose trip ends at the place where connection is made with any such railroad. Any additional cost of transfer of a passenger or his baggage from the railroad depot or station to steamboat landing, or from steamboat landing to depot or station, shall be borne by the passenger or the proprietors of the steamboat line or the railroad corporation at whose instance or for -whose benefit such transfer is made. Every railroad corporation and the proprietors of any line of steam- boats, their agents or servants, who shall neglect or refuse to sell tickets or furnish a check to any pas- senger applying for the same, when the same shall have been furnished to them, shall pay to such pas- senger the sum of ten dollars, and no fare or toll shall be collected from him for riding over such road or upon such boats, as the case may be ; and in addi- tion thereto any railroad corporation so neglecting or refusing, shall pay the proprietors of such line of boats two hundred and fifty dollars for each day it shall so neglect or refuse ; and the proprietors of any such line of boats so neglecting or refusing, shall pay to such railroad corporation a like sum for each day they shall so neglect or refuse. Every such railroad corporation shall also receive any freight which shall be delivered at any station THE EAILEOAD LAW. 125 on the line of its road, marked to go by way of boat or any particular line of boats from any station on its road at which such boat or line of boats termi- nates or stops for freight, and shall transport such freight with all convenient speed to such station, and on its arrival there cause the proprietors of the steamboat line by which it is directed to be sent, or their agent, to be notified of such arrival, and shall deliver such freight to such proprietors or their agent with the bill of charges thereon due such rail- road corporation, for the payment of which charges the proprietor or proprietors of such steamboat line shall be responsible, and shall account for and pay the same to such railroad corporation on demand. The railroad corporation shall not charge for the transportation of such freight over its road any greater sum pro rata than it charges for carrying the same kind of freight the same distance over its road,, if it was to be transported by such corporation by rail to its final destination, or to the terminus of the road of such corporation in case it terminates before such final destination is reached. Any freight deliv- ered by the proprietors of any steamboat or steam- boat line, or their authorized agent, at any station, at a place where such steamboat or steamboats have a landing, to any such railroad corporation, for trans- portation over its road or any part thereof, shall be transported by such corporation to its place of desti- nation for the same price pro rata which would be charged for the same kind of freight the same dis- tance over its road, if the same had been taken on at the point of first shipment by boat, or at the terminus of the road of such corporation, in case it does not extend to the point of first shipment. [§S 1, 2, 3, i, s, 6, chap. 673, Laws of 1868.1 § 48. Rights and liabilities as common carriers. — Every railroad corporation doing business in this state shall be a common carrier. Any one of two or more corporations owning or operating connecting. 126 THE EAILEOAD LAW. roads, within this state, or partly within and partly without the state shall be liable as a common carrier, for the transportation of passengers or delivery of freight received by it to be transported to any place on the line of a connecting road ; and if it shall become liable to pay any sum by reason of the neglect or misconduct of any other corporation it may collect the same of the corporation by reason of whose neglect or misconduct it became so liable. [S§ 8, 9, chap. 270, Laws ol 1817] When a railroad company agrees to carry property beyond the terminus of its ovs'n road, to a point on another road which connects witli it, it is liiible, as a common carrier, for the default of the connecting road ; the liability of the connecting railroad refcn-ed to in this section does not apply to Intermediate railroads but only to the railroad which first receives the goods. (Root v. Great ^Vestern R. R. Co., 45 N. Y., 524; reversing 0.3 Barb., 620.) The liability of the road receiving freight attaches as well where one of the connecting roads is wholly beyond this State as where all are in it. {Buftis V. Buffalo and State Line R. R. Co., 24 N. Y., 269.) §49. Switches; w^aruing signals; guard-posts; auto- matic couplers ; automatic or other safety brake ; tools in passenger car ; water. — It shall be the duty of every railroad corporation operating its road by steam : 1. To lay, in the construction of new and in the renewal of existing switches, upon freight or passenger main-line tracks, switches on the principle of either the so-called Tyler, Wharton, Lorenze, or split-point switch, or some other kind of safety switch, which shall prevent the derailment of a train, when such switch is misplaced or a switch interlocked with distant signals. 2. To erect and thereafter maintain such suitable warning signals at every road, bridge, or structure which crosses the railroad above the tracks, where such warning signals may be necessary, for the pro- tection of employes on top of cars from injury. 3. To place guard-posts in the prolongation of the line of bridge trusses so that in case of derailment, THE EAILEOAD LAW. 127 the posts, and not the bridge trusses, shall receive the blow of the derailed locomotive or car. 4. To use upon every new freight car, built or pur- chased for use, couplers which can be coupled and uncoupled automatically, without the necessity of having a person guide the link, lift the pin by hand, or go between the ends of the cars. 5. To attach to every car used for passenger trans • portation an automatic air-brake or other form of safety-power brake, applied from the locomotive, excepting cars attached to freight trains, the schedule rate of speed of which does not exceed twenty miles an hour. 6. To provide each closed car, in use in every passen- ger train owned or regularly used upon a railroad, with one set of tools, consisting of an axe, sledge- hammer, crow-bar, and handsaw, to be properly placed so as to be easily removed. 7. To provide, in each passenger car, where the line of road shall exceed forty continuous miles in length, a suitable receptacle for water, with a cup or drink- ing utensil attached upon or near such receptacle, and to keep such receptacle, while the car is in use, constantly supplied with cool water. Every corporation, person or persons, operating such railroad, and violating any of the provisions of this section, except subdivision seven, shall be liable to a penalty of one hundred dollars for each offense, and the further penalty of ten dollars for each day that it shall omit or neglect to comply with any of such provisions. For every violation of the pro- visions of the seventh subdivision of this section every such corporation shall be liable to a penalty of twenty-five dollars for each offense. [S 3, chap. 682, Laws of 1864 ; §§ 1, 2, 4, 6, 8, chap. 439, Laws of 1884 ; 5S 2, 3, ehap, 616, Laws of 1887.] § 50. Railroad commissioners may approve other safeguards.— The board of railroad commissioners may, on the application of any railroad corporation, 128 THE EA.ILKOAD LAW. authorize it to use any other safeguard or device approved by the board, in place of any safeguard or device required by this article, which shall thereafter be used in lieu thereof, and the same penalties for neglect or refusal to use the same shall be incurred and imposed as for a failure to use the safeguard or device hereinbefore required, in lieu of which the same is to be used. [8 4, chap. 616, Laws of 1887.] § 51. Use of stoves or furnaces prohibited.— It shall not be lawful for any railroad corporation^ operating a steam railroad in this state, of the length of fifty miles or more, excepting foreign railroad corporations, incorporated without the jurisdiction of the United States, running cars upon tracks in this state for a distance of less than thirty miles, to heat its passengers cars, on other than mixed trains^ excepting dining-room cars, by any stove or furnace kept inside the car, or suspended therefrom, unless in case of accident or other emergency, when it may temporarily use such stove or furnace with necessary fuel, and in cars which have been equipped with apparatus to heat by steam, hot water or hot air from the locomotive, or from a special car, the pre- sent stove may be retained to be used only when the car is standing still, and no stove or furnace shall be used in any dining-room car, except for cooking pur- poses, and of a pattern and kind to be approved by the railroad commissioners. ^Luy person or corpora- tion, violating any of the provisions of this section,, shall be liable to a penalty of one thousand dollars, and to the further penalty of one hundred dollars for each and every day during which such violation shall continue, [S 1, ohap. 616, Laws of 1887; S 1, chap. 76, Laws of 1889.1 § 52. Canada thistles to be cut.— Every railroad corporation doing business within this state, shall cause all Canada thistles, white and yellow daisies THE RAILEOAD LAW. 129 and other noxious weeds growing on any lands owned or occupied by it, to be cut down twice in each and every year, once between the fifteenth day of June and the twenty-fifth day of June, and once between the fifteenth day of August and the twenty -fifth day of August. If any such corporation shall neglect to cause the same to be so cut down, any persQn may cut the same, between the twenty-fifth day of June and the fifth day of July inclusive, and between the twenty-fifth day of August and the fifth day of September inclusive in each year, at the expense of the corporation on whose lands the same shall be sO cut, at the rate of threfe dollars per day for the time occupied in cutting. [§ 3, chap. 100, Laws of 1847, as amended by chap. 296, Laws of 1881.] § 53. Riding on platform ; walking along track. — No railroad corporation shall be liable for any injury to any passenger while on the platform of a car, or in any baggage, wood or freight car, in violation '^of the printed ^regulations of the corporation, posted up at the time in a conspicuous place inside of the passenger cars, then in the train, if there shall be at the time suflBcient room for the proper accommoda- tion of the passenger inside such passenger cars; and no person, other than those connected with or employed upon the railroad, shall walk upon or along its track or tracks, except where the same shall be laid across or along streets or highways, in which case he shall not walk upon the track unless necessary to cross the same. [§ 46, chap. 110, Laws of 1850] § 54. Corporations may establish ferries. — Any steam railroad corporation, incorporated under the laws of this state, with a terminus in the harbor of New York, may purchase or lease boats propelled by steam or otherwise, and operate the same as a ferry or otherwise, over the waters of the harbor of New York, to any point distant, not more than 17 130 THE EAILROAD LAW. ten miles from such terminus, but this section shall not be construed to aflfect the rights of the cities of New York and Brooklyn. t§ 1, chap. 193, Laws ol 1884.] It is intended by tliis section that any railroad with a terminus at tlie harbor of New York, should be empowered to reach the city by maintain- ing a ferry from that terminus to any other point not more than ten miles distant from that terminus, but it does not confer the power to lease another distinct ferry to be operated from New York to Bay Ridge on Long Island. (Starin v. Mayor of New York, 43 Hun, 555.) § 55. Certain railroads may cease operation in Winter.— The directors of any railroad corporation operating a railroad, constructed and used principally for transporting lumber or ores, during the summer months, or for summer travel, may, by a resolution duly passed at a meeting thereof, apply to the board of railroad commissioners for permission to cease the operation of their road during the winter season, for a period not exceeding seven months in any one year, specifying the date of such suspension, and the date of the reopening thereof ; and such board may, in their discretion, make an order granting the appli- cation wholly or in part, and thereupon such railroad corporation shall be relieved of the duty of operating its road during the period specified in the order. A copy of such order shall be posted in all the depots and at the termini of such railroad, and published in every newspaper in each town in any part of which such road shall be constructed at least four weeks prior to the date of such suspension. [S§ 1, 2 3, chap. 605, Laws of 1886 ] § 56. Mails. — Any railroad corporation shall, when applied to by the postmaster-general, convey the mails of the United States on its road, and in case such corporation and the postmaster-general shall not agree as to the rate of transportation therefor, and as to the time, rate of speed, manner and condi- tion of carrying the same, the board of railroad commissioners shall fix the prices, terms and condi- THE EA.ILEOAD LAW. 131 tions therefor, after giving the corporation reasonable opportunity to be heard ; but such price shall not be less for carrying such mails in the regular passenger trains than the amount which such corporation woiild 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 higher speed than the passenger trains are run, the corporation shall furnish an extra train for the mail, and be allowed an extra compensation for the expenses and wear and tear thereof, and for the service to be fixed as herein provided. [i 34, chap. WO, Laws of 1850.] § 57. Corporations must make annual report. — Every railroad corporation in this state, or its lessees or other person, who may be lawfully in possession of its road; shall make an annual report to the board of railroad commissioners, according to the form pre- scribed by such commissioners, of its operations for the year ending with September thirtieth, and of its condition on that day, which shall be verified by the oaths of the president, or treasurer, and the general manager, or acting superintendent, and shall be filed in the office of such board on or before December twentieth in each year, except street surface rail- roads and elevated railways, whose reports shall be filed on or before December first. And every such corporation shall make quarterly and further reports to such board in the form and within the time pre- scribed by it; and such board may also in its discre- tion change the date of the annual report and of filing the same, but the length of time between the date of the annual report and the filing of the same shall not be less than herein prescribed. Any rail- road corporation which shall neglect to make such report, shall be liable to a penalty of two hundred 132 THE RAILROAD LAT^'. and fifty dollars, and an additional penalty of twenty- five dollars for each day after December first on which it shall neglect to file the same, to be sued for in the name of the people of the state of New York^ for their use. [§ 31, chap. 140, Laws of 1860.1 Note.— No form for the annual report of a railroad corporation Is published in this volume for the reason that the statute provides that the board of riill- roadpommissiouers shall prescribe the form of such report, and vesting them with authority to make changes therein, and reauiring that blanks for such reports be furnished by said board. See article 6, section 158, post. § 58. When conductors and Ibraketnen may be policemen. — The governor may appoint any conduc- tor or brakeman on any train conveying passengers on any steam railroad in this state, a policeman, Avith all the powers of a policeman in cities and villages, for the preservation of order and of the public peace, and the arrest of all persons committing offenses upon the land or i)roperty of the corporation owning or operating such railroad; and he may also appoint, on the application of any such corporation or of any steamboat company, such additional policemen, designated by it, as he may deem proper, at any sta- tion, who shall have the same powers, but not more than one at any one station. Every such policeman shall, within fifteen days after receiving his commis- sion, and before entering upon the duties of his office, take and subscribe the constitutional oath of office, and tile it with his commission in the office of the secretary of state, who shall thereupon transmit to the county clerk of each county in which such police- man is authorized to act a certificate, under his hand and oiBcial seal, setting forth the appointment and the filing of the commission and oath, which cer- tificate shall be filed by the county clerk. Every such policeman shall, when on duty wear a metallic shield with the words " Railway police," or " Steam- boat police," as the case may be, and the name of the corporation for which appointed inscribed thereon, which shall always be worn in plain view, THE EAILKOAD LAW. 133 ■except when employed as a detective. The compen- sation of every such policeman shall be such as may be agreed upon between him and the corporation, for which he is appointed, and shall be paid by the •corporation. When any corporation shall no longer require the services of any such policeman, they may file notice to that effect in the several offices in which notice of his appointment was originally filed, and thereupon such appointment shall cease and be at an -end. [Chap. 346, Laws of 1863; chap. 223, Laws of isso.] AKTICLE lU Consolidation, Lease, Sale and Reorganization.' ■Section 70. Consolidation of corporations owning continuous lines. 71. Conditions. 1. Joint agreement ; amount of capital stock. 2. Agreement to be submitted to meeting of stockholders. 72. New corporation ; rights of. 73. Rights of creditors and lienors, not to be impaired. 74. Assessment of property of new corporation. 75. Stock of municipal corporations how represented. 76. Foreclosure of mortgages made by consolidated railroads Ijartly in the state. 77. Powers of corporations of other states. 78. Corporations may contract with each other for use of road. 79. Lessees of railroad may acquire stock therein. 80. Consolidation or lease of parallel or competing lines pro- hibited. 81. Mortgagee may purchase at foreclosure sale. 82. Certificates of stock may be issued after foreclosure in cer- tain cases. 03. Liabilities of reorganized railroad corporations. § 70. Consolidation of corporations owning con- tinuous lines.— Any railroad corporation, organized under the laws of this state, or of this and any other state, and operating a railroad or bridge, either wholly within or partly within, or partly without the state, or whose lines or routes of road have been located T3ut not constructed, may merge and consolidate its capital stock, franchises and property with the capi- i;al stock, franchises and property of any other 134 THE EAILROAD LAW. railroad corporation, organized under the laws of this state, or of this state and any other state, or under the laws of any other state or states, whenever the railroads or branches or any part thereof, or the line or routes of their roads, if not constructed, shall or may form a continuous or connected line of railroad with each other or by means of any intervening rail- road bridge or ferry, and any such consolidated corporation may thereupon construct or finish the construction of such continuous line of railroad, if not previously constructed, and operate the same, subject to all provisions of law applicable to such railroa d corporations. Where the road to be operated is a tunnel or subsurface road, authorized by section sixteen of this chapter its consolidation with another road or roads under the provisions of this section shall not prevent any connecting railroad from having equal rights of transit for its passengers and freight through the tunnel of any such road, upon the same equitable terms, nor shall such consolida- tion be made where such tunnel or subsurface road exceeds three miles in length. II 1, chap. 917, Laws of 1869; § 1, chap. 108, Laws of 1876; §5 l, 2, 3, chap. 266, LawB of 1B7S.] §71. Conditions. — Such consolidation shall be made in the following manner: 1. Joint agreement; amount of capital stock.— The directors of the corporations proposing to consolidate may enter into a joint agreement, under the corporate seal of each corporation, for the consolidation of such corporations and railroads, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corpora- tion, the number and names of the directors and other officers thereof, and who shall be the firsi directors and officers and their places of residence, the number of shares of the capital stock, the amount or par value of each share, and the manner of con- THE EAILEOAD LAW. 135 verting the capital stock of each corporation into that of the new corporation, and how and when the directors and officers shall be chosen, with such other details as they shall deem necessary to perfect such new organization and the consolidation of such cor- porations. But 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. Nor shall any bonds or other evidences of debt be issued as a consideration for, or in connection, with such con- solidation. 2. Agreement to be submitted to meeting of stock- holders.— Such agreement shall be submitted to the stockholders of each of such corporations at a meet- ing thereof called separately for the purpose of taking the same into consideration. Due notice of the time and place of holding such meeting, and the object thereof, shall be given by each corporation to its stockholders by written or printed notices addressed to each of the persons in whose names the capital stock of such corporation stands on the books thereof, and delivered to such persons respec- tively, or sent to them by mail, when their post-office address is known to the corporation, at least thirty days before the time of holding such meeting, and also by a general notice published at least once a week for four weeks successively in some newspaper printed in the city, town or county where such cor- poration has its principal office or place of business; and at such meeting of stockholders such agreement shall be considered, and a vote by ballot taken for the adoption or rejection of the same, and if the votes of at least two -thirds of all the stockholders and owning at least two-thirds of all the stock shall be for the adoption of such agreement, then that fact shall be certified thereon by the secretaries of the respective corporations, under the seal thereof, and 13G THE RAILEOAD LAW. the agreement so adopted, or a certified copy thereof, shall be filed in the ofiice of the secretary of state, and in the office of the clerk of the county where the new corporation is to have its principal place of business, and shall from thence be deemed and taken to be the agreement and act of consolidation of such corporations, and thereafter such corporations, par- ties thereto, shall be one corporation by the name- provided in such agreement, but such act of consoli- dation shall not release such new corporation from any of the restrictions, liabilities or duties of the several corporations so consolidated; and street rail- roads shall not be consolidated; under the provisions of this article. [S 2, chap. 917, Laws of 1869.] (No. 17). [Copyright, 1890, by Fbank White.] Form, of Joint Agreement for Consolidation of :Q.ailroad Corpora- tions under "The Kailroad Law," Article III, Sections 70 and 71. 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 [insert corporate name] Company, party of the second part, under the corporate seals of said companies, WITNESSETH : That the [insert corporate name] Company, said party of the first part, the capital stock whereof is $ , is ft railroad corporation organized under the laws of the State of New York, and operating a railroad 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 constriicted, as the case may be] . That [insert corporate name] Company, said party of the eocond part, the capital stock whereof is $ , is a rail- road corporation organized under the laws of the State of New York [or under the laws of the State of J, and operating a railroad within the State of New York [or within the State of ]. THE EAILEOAD LAW. 137 That the railroads of said companies [or branches, or parts thereof, or the line or routes of their roads, if not constructed] shall or may form a continuous or connected line of railroad with each other. •That, in consideration of the mutual covenants and agree- ments herein contained, the said parties hereto do hereby merge and consolidate the capital stock, franchises and prop- «rty of said parties hereto so as to form one corporation under and in pursuance of the laws of the State of New York, in siich case made and provided, and by these presents, They do hereby covenant and ageee 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, to wit : First. That the name of the corporation hereby formed by said consolidation shall be [insert corporate namel Company. Second. That the number of directors of said new corpo- ration, hereby formed, shall be [state exact 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 in their places, are as follows, to wit : Names of directors. Besidences. 1 , 2 , 3 , 4. , 5 , 6 , 7 , , 8 , 9 Ofloers. Names. Besidences. President '■ , Vice-President' , Treasurer , Secretary , 18 138 THE RAILROAD LAW. FouBTH. That the capital stock of said new corporation shall be dollars, consisting of shares of 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- 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 certificates 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 there shall be an election 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 in 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 con- tinue 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 stock- holder shall be entitled to one vote, either in person or by proxy, for each share of stock held by such stockholder for thirty 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 shall be chosen by ballot by the directors immediately succeed- ing the annual election of directors, and vacancies shall be filled as provided 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. In testimony whereof, the said parties of the first and second parts have executed this certificate in duplicate, and have here- unto set their respective signatures and have caused to be hereto affixed the corporate seals of their respective railroads, THE RAILROAD LAW. 139 of which they are respectively the directors, the day and year^ first aforesaid. roorporaten DirectoTs of the Companvi. L Seal. J Attest: _ .. , • . Fresident , Secretary^ roorporaten DirectoTs of the Company. L Seal. J Attest: „ ., , , President. , Secretary. STATE OF NEW YORK, ) ^^ . CotTNTT or i [Insertnameof secretary of first-named constituent company] being duly sworn, deposes and says, that he is the secretary of sai^ linsert name of the company] mentioned in the foregoing agree- ment of consolidation and merger, dated , 189 ; that he knows the corporate seal of said company; that the cor- porate seal affixed to said agreement is the corporate seal of said company, and was so affixed by order of the board of directors of said company; that deponent is acquainted with [insert the 140 THE EAILEOAD LAW. name of the president], and knows him to be tte president of said company; that he is acquainted with the handwriting of said [insert the name of the president] and that the signature of [insert the name of the president] subscribed to said agreement as president of said company is in the genuine handwriting of said [insert president's name], and was thereto subscribed by order of said board of directors; and the deponent subscribed his name thereto as secretary as aforesaid, by virtue of a like order of said board of directors. , Secretary. Sworn to before me, this | ...day of ,189 . 1 t Notary Public, County, N. Y. [Prepare in the same form as above proof of execution by the sec- retary of the other constituent company, and annex the same.] STATE OF NEW YORK, ] ^^ . County of i On this day of , 189 , before me personally pame [insert names of directcrs of first constituent company signing ■agreement], directors of [insert corporate name], to me severally known, and known to me 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. Notary Public, County, N..Y. [Prepare in the same form as above acknowledgment by directors of the other constituent company, and annex the same.] STATE OF NEW YORK, ) ^^ . County of ) I [insert secretary's name] , secretary of [insert corporate name of first-mentioned constituent company], a corporation duly organized 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 ,1890, for the consolidation of the said [insert name of first mentioned THE EAILEOAD LAW. 141 constituent company'] with [insert nameof other constituent company"} under the name of [insert name of the new corporation'] Com- pany, as the corporate name of such new corporation, was submitted to the stockholders of said [insert name of Jirst men- tioned constituent company], at a special meeting of such stockholders called 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 [insert name of first mentioned constituent com- pany] to its stockholiers by written or printed notices addressed to each ot 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 prepaid, when their postoffice addresses were known to said corporation, 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 successively in [insert name of newspaper], heing 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 meet- ing of said stockholders the aforesaid annexed agreement of the directors of the said [insert name of first mentioned constituent company] was considered and a vote taken by ballot for the adoption or rejection of the same, in pursuance of and in con- formity to 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 at least two-thirds of all the stockholders and owning at least two-thirds of all the stock were cast for the adoption of said agreement for con- solidation, there having been cast for such adoption the votes of [insert number] shares, and that said [insert number] shares, constitute more than t\»o-thirds of all the stock of said com- pany, and such shares are owned by more than two-thirds of all the stockholders of such corporation. That such agreement for consolidation was thereupon declared duly adopted. 142 THE EAILROAD LAW. In witness whekeofI [insert secretary's name'}, the said secre- tary of [insert name of first mentioned constituent companyj, have hereunto certified the above facts upon the said agreement for consolidation, and hereunto set my hand and affixed the corporate seal of said [insert name of first mentioned constituent company], this .... day of , 189 . , Secretary, [Oorporate-| Company. STATE OF NEW YORK, ] ^^ . County or J On this day of , 189 , Wore me the undersigned, a notary public in and for said county, per- sonally appeared [insert name of secretary], to me personally known to be the same person who signed the foregoing certifi- cate 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 resides in the of , in said State of New York; that he was the secretary of said [insert corporate name] company, and knew the corporate seal thereof, and that the aforesaid seal affixed to the said certificate was the corporate seal of said company, and was so affixed by order of the board of directors of said company and in accordance with the provisions of the statute in such case made and pro- vided, and that he signed his name thereto by the like order and in pursuance of the said statute. In witness whebeof, I have hereunto set my hand the day -and year above set forth. Notary Public, ,N.Y. [Prepare in the same form as above the certificaie of the secretary of the other constituent company, and annex the some.] Notes.— The fees payable at the office of the secretary of state upon this agreement for consolidation are twentr-flve dollars for fllincand a recording fee of fifteen cents per folio for each lOO words contained therein. At the county clerk's oflSce only a recording fee of fifteen cents per folio is payable. In addi- tion to such fees there must be paid to the state treasurer, for the privlleee of organization, one-eighth of one per cent upon the amount at which the new corporation Is capitalized, and this payment is reauired to be made even though the several constituent companies forming such consolidation had each theretofore been incorporated under the laws of this state, and notwith- standing that at the time of such previous incorporation the tax had been paid THE RAILEOAD LAW. 143 tv each of such constituent companies £or ttie privilege of organization tliereof. For some time it has been contended upon the part of lawyers representing consolidating corporations that such companies were not within the purview of the organization tax act of 1886 (chapter 143) ; that they were entitled to exer- cise and enjoy corporate rights and franchises under consolidation without the payment of such organization or franchise tax. The secretary of state *nd attorney-general controverted this construction of the law. however, and upon the refusal recently of the former official to file the agreement of consoli- dation made between the New York Phonograph Company and the Metropolitan Phonograph Company for the formation of The New York Phonograph Com- pany, upon the ground that the tax of one-eighth of one per cent on the capital of the company to be formed had not been paid, a proceeding was instituted for a mandamus to compel the filing. The motion for mandamus was denied by the special term, and the relator appealed to the general term of the supreme court, which afBrmed the order of the special term. The general term opinion discusses the case at some length, and as it will not reach publi- • Notary Public, County, N. T. STATE OF NEW YORK, \ ^^ . City or ) On this day of ,189 , before me personally' appeared A B, C D, E F, G H and I J, to me severally known, j 216 TEANSPOETATION CORPOEA.TIONS LAW. and known to me to be the persons described in, and who made, signed and verified the foregoing certificate, and they severally acknowledged to me that they made, signed, executed and verified the same for the uses and purposes therein expressed. Notary Public, County, N. Y. Note.— This eertlfleate la to be executed in duplicate and filed and recorded In the ofBoe ol the secretary of state and In the ofSce of the county cleric, in whose ofBce the original oertiflcate was filed, within thirty days after the pay- ment of the last installment of the capital stock. The fee in each office is fifteen cents for each folio of 100 words. § 13. Ferries unauthorized — This article shall not authorize the formation of any ferry corporation to ply between the city of New York and any other point. [§ 2, Chap. 238, Laws of 1861.1 ARTICLE in. Stage Coach Coepobations. Section 20. Incorporation. 21. Alteration or extension of route. 22. Powers. §20. Incorporation.— Five, or more persons, may become a corporation for the purpose of establishing, maintaining and operating any stage or omnibus route or routes for public use in the conveyance of persons and property elsewhere than in the city of New York, or any stage route or routes already established for a like public use, by making, signing, acknowledging and filing a certificate which shall state the name of the corporation, the number of years it is to continue, the route or routes upon which it is intended to run as near as practicable, the num- ber of the directors thereof, not less than three nor more than five, the names of the directors for the first year, the amount of its capital stock, the place TEANSPOETATION CORPOEATIONS LAW. 217 of residence of each subscriber thereto, and the number of shares of stock he agrees to take in such corporation. (§ 1, chap. 974, Laws of 1867.1 (No. 23.) [Copyright, 1890, by Peank White.] Form of Certificate of Incorporation of a Stage Coach. Company, under "The Transportation Corporations Law," Article III, Section 20. STATE OP NEW YOEK, ) ^^ . County of ) We, the undersigned, 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, pursuant to the provisions of " The Transportation Corporations Law," do hereby certify: First. The name of the corporation is to be [insert name] company. Second. Such company is to continue for a term of [insert ierm] years. Third. The route or routes upon which it is intended to run, as near as practicable, are [state route]. Fourth. The number of directors is to be [insert number, not less than three nor more than 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. Seventh. The place of residence of each subscriber and the number of shares of stock he agrees to take in such corpora- tion are subscribed to this certificate opposite the respective signatures of such subscribers hereto. In witness whereof, we, the subscribers, have made, signed and acknowledged this certificate in duplicate, this day of , 189 , and have hereunto subscribed our respective names, place of residence and the number of 28 218 TEANSPORTATION CORPORATIONS LAW. shares of stock which we severally agree to take in such corporation : No. of shares Name. Place of residence. subscribed. A B, shares. C D, shares. E F, , shares. G H, shares. I J, shares. } STATE OF NEW YORK, County or On this day of , 189 , before me person- ally came A B, C D, E F, G H and I J, to me severally known,, and known to me 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 tbe uses and purposes therein set forth. Notary Fublio, County, N. T. Notes.— At least five persons are required to form a corporation under this article. The fees upon above certiflcate at the office of the secretary of state are ten dollars for filing and a recordine fee of fifteen cents per folio for each lOO words contained therein. At the county clerk's office a recording fee of fifteen cents per folio Jis payable. In addition to such payments one-eighth of one per cent upon the amount of the capital stock must be paid to the state treasurer for the privilege of organization. § 21. Alteration or extension, of route.— The direct- ors may, by a vote of two -thirds of their number, at any time alter or extend the route or routes designated in the certificate of incorporation, upon making, acknowledging, and filing a certificate to that effect, in the offices where the original certificates of incorporation were filed. [§ 12, chap. 974, Laws of 1867.] § 22. Powers. — In addition to the powers conferred by the general and stock corporation laws, every such corporation shall have power : 1. To take and convey persons and property in stages and omnibuses, and to provide and run the TRANSPORTATION CORPORATIONS LAW. 219 necessary stages and omnibuses upon their route or routes for the public use and to receive compensa- tion therefor. 2. To erect and maintain all necessary and con- venient buildings, fixtures and machinery for the use and accommodation of their passengers and business. [§ 13, chap. 97i, Laws of 1867.] ARTICLE IV. Tramway Cobpobations. Section 30. Incorporation. 31. Powers. 82. Condemnation of real property. 33. Crossings. § 30. Incorporation.— Thirteen or more persons may become a corporation for constructing, maintain- ing and operalting an elevated tramway, constructed of poles, piers, wires, rods, ropes, bars or chains, for the transportation of freight in suspended bucketSj ears or other receptacles, for hire, by making, signing, acknowledging and filing a certificate stating the name of the corporation, the number of years it is to continue, the places from and to which such tram- way is to be constructed, maintained and operated, its length as near as may be, the name of each county through or in which it is made or intended to be made,, the amount of its capital stock and the number of shares into which it is to be divided, the number of the directors thereof, not less than three, the names and places of residence of the directors for the first year, the place of residence of each subscriber thereto and the number of shares he agrees to take in such, corporation. [§ 1, chap. 162, Laws of 1886.} 220 TEANSPOETATION COEPORATIONS LAW. (No. 23.) [Copyright, 1890, by Peans White.] Torm of Certificate of Incorporation of a Tramway Corporation under "The Transportation Corporations Law," Article IV, Section 80. STATE OF NEW YOEK, , ^, I CoiJNTy OF , We, the undersigned, desiring to become a corporation for constructing, maintaining and operating an elevated tramway, constructed of poles, piers, wires, rods, ropes, bars or chains, ior the transportation of freight in suspended buckets, cars or other receptacles, for hire, pursuant to "The Transportation Corporations Law," article 4, do hereby certify: FiEST. The name of the corporation is to be [insert name] company. Second. The number of years such corporation is to continue is to be [insert period] years. Third. The places from and to which such tramway is to be constructed, maintained and operated, are as follows : From to Fourth. Its length, as near as may be, is to be [st(Ue 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 num- ber, but not less than three] . Ninth. The names and places of residence of the directors for the first year are the following, namely : ' Names. Places of residence. 1. AB -. 2. CD 3. E F Tenth. The place of residence of each subscriber hereto, and -the number of shares he agrees to take in such corporation, are set opposite the respective signatures of such subscribers. In witness whereof, we, the subscribers, hereby make, sign and acknowledge this certificate in duplicate, this day of 189 , and subscribe hereunto our respective names. TRANSPOETATION COEPOEA.TIONS LAW. 221 place of residence, and the number of shares of stock which we severally agree to take in such corporation. ^, . . , Number of shares Name. Place of residence. subscribed. 1 shares. 2 shares. 3 shares* 4 shares. 5 shares. 6 shares. 7 shares. 8 shares. 9 shares. 10 shares. 11 shares. 12 shares. 13 shares. STATE OF NEW YORK, ) ^^ , County of j On this day of , 189 , before me personally came [insert names of the persons svbscriMng certificate'}, to me severally known and known to me to be the persons described in and who made and signed the foregoing certificate and sev- erally duly acknowledged to me that they had made, signed and e;secuted the same for the uses and purposes therein set forth. Notary Puhlic, County, N. Y. Notes. — The foregoing certificate Is reaulred to be executed by not less than thirteen persons. The fees at the offlce of the secretary of state are ten dollars for filing, and a recording fee of fifteen cents per folio for each 100 words contained in the cer- tificate. A like recording fee Is payable at the ofQoe of the county clerk. In addition to such payments, one-eighth of one per cent upon the amount of the capital stock must be paid to the state treasurer for the privilege of organization. § 31. Powers. — Every such corporation, in addition to the powers conferred by the general and stock corporation laws, shall have power : 1. To cause such examination and surveys for it& proposed tramway to be made as may be necessary- 222 TRANSPORTATION CORPORATIONS LAW. to the selection of the most advantageous route, and for such purpose by its officers and servants, to enter upon the lands or waters of any person, but subject to responsibility for all damages done thereto. 2, To lay out its tramway and to construct the same as hereby provided. 3. To erect and maintain all necessary and conve- nient buildings, stations, fixtures and machinery for the accommodation and transaction of its business. [§§ 6. 9, Chap. 46a. Laws of 1888.] § 32. May acquire land by condemnation. — In case any such corporation is unable to agree for the pur- chase, use or lease of any real property required for the purposes of its incorporation, it shall have the right to acquire title to the same by condemnation. [§ 7, chap. 462, Laws of 1888.] § 33. Crossings. — Whenever any tramway, con- structed by any such corporation, shall cross a rail- road, highway, turnpike, plank-road or canal, such tramway shall be so constructed as not to interfere with the free use of such railroad, highway, turn- pike, plank-road or canal for the purposes for which they were intended. [§ 8, chap. 462, Laws of 1888.] ARTICLE V. Pipe Line Corpoeatioks. Section 40. Incorporation. 41. Location of line. 42. Condemnation of real property. 43. Railroad, turnpike, planli-road and higliway crossings. 44. Crossings of canals, rivers and creeks. 45. Consent of local authorities. 46. Construction through villages and cities. 47. Over Indian reservations. 48. Over state lands. 49. Additional powers. 50. Use of line to be public; storage; liable as common carriers; rates and charges. 51. Receipts for property; cancellation of vouchers. TEANSPORTATION COEPOKATIONS LAW. 223 Section 52. Montlily statements. 53. Fences, farm crossings and use of line not inclosed. 54. Taxation of property. § 40. Incorporation.— Twelve or more persons may- become a corporation for constructing and operating for public use, except in the city of New York, lines of pipe for conveying or transporting therein petro- leum, gas, liquids or any products or property, or for maintaining and operating any line of pipe already constructed and owned by any corporation, person or persons, except in such city, for the public use, by making, signing, acknowledging and filing a certifi- cate stating the name of the corporation, the number of years it is to continue, the places from and to which it is to be constructed or maintained and oper- ated, its length as near as may be, the name of each county through or into which it is to be constructed ; the amount of its capital stock, which shall not be less than fifteen hundred dollars for every mile of pipe constructed or proposed to be constructed, and the number of shares of which it shall consist ; the number of directors not less than seven, and the names and places of residence of the directors for the first year, and the place of residence of each sub- scriber and the number of shares he agrees to take in such corporation, which must in the aggregate equal ten hundred and fifty dollars for every mile of pipe constructed or proposed to be constructed, and twenty-five per cent of which must be paid in cash. Such certificate shall have indorsed thereon or appended thereto and as a part thereof, an afiidavit made'by at least three of the directors named therein that at least ten hundred and fifty dollars of stock for every mile of line proposed to be constructed or maintained and operated has been in good faith sub- scribed, and twenty-five per cent paid in money thereon, and that it is intended in good faith to con- struct or to maintain and operate the line of pipe mentioned in such certificate, and that such corpora- 224 TEANSPOETATION CORPOEATIONS LAW. tion was not projected or formed with the intent or for the purpose of injuring any person or corpora- tion, nor for the purpose of selling or conveying its franchise to any person or corporation, nor for any fraudulent purpose. [88 1, 2, i, chap. 203, Laws of 1878,1 (No. 24.) [Copyrlelit, 1890, by Feank White.] Form of Certificate of Incorporatioii of a Pipe Line Company, under "Th.e Transportation Corporations Law," Article V, Section 40. STATE OF NEW YORK, ) ^^ . County of ... , J We, the undersigned, desiring to become a corporation for the purpose of constructing and operating for public use lines of pipe for conveying or transporting therein petroleum, gas, liquids, or any products or property [or for maintaining and operating any line of pipe already constructed and owned by any corporation, person or persons, for the public use], do hereby certify, pursuant to " The Transportation Corporations Law," article 5, section 40, as follows: First. The name of the corporation is to be [insert name of company]. Second. Such corporation is to continue for a term of [insert term] years. Third. The places from and to which such lines are to be constructed [or maintained and operated] are the following, viz. [insert names of places]. Fourth. The length of such lines, 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. [ The capital stock Tnust 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 ie to be [here insert the specific number of directors, not less than seven]. TEA.NSPOETATION COEPOEATIONS LAW. 225 Ninth. Tlie names and places of residence of such directors ■who are to serve for the first year are as follows, viz. : Name. Places of residence. 1. 2. 3. 4. 5. 6. 7. Tenth. The place of residence of each subscriber and the number of shares he agrees to take in such corporation are subscribed to this certificate, opposite the respective signatures of such subscribers hereto. In witness whekeof, we, the subscribers, have made, signed and acknowledged this certificate in duplicate, and have here- unto severally subscribed our names, place of residence, and the number of shares of stock which we severally agree to take in such corporation. Dated this .... day of , 189 . Number of shares Name. Place of residence. subscribed. 1 shares, 2 shares. 3 shares. 4 shares, 5 shares. 6 shares. 7 shares. 8 shares. 9 f shares. 10 shares. 11 shares. 12 shares. STATE OF NEW TOEK, 1 „„ . County or ; On this day of , 189 , before me personally came [insert names of the subscribers to certificate] to me severally known and known to me to be the persons described in and who made and signed the foregoing certificate, and severally 29 226 TRANSPORTATION CORPORATIONS LAW. duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. Notary Public, County, N. Y, STATE OF NEW YORK, ) ^^ . County of ) [Insert the names of at least three of the directors named in the certificate], heing 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 pro- posed to be constructed [or maintained and operated] has been in good faith subscribed, 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 ; that such corporation 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, 1 this ... day of 189 . J Notary Public, County, N. Y. Notes.— Lines of pipe ^n not be constructed or operated in tlie city of New Yorlc under the provisions of this act. At least twelve persons must sign and acknowledge above certificate. The par value of shares subscribed for must, in the aggregate, equal ten hundred and fifty dollars for every mile of pipe constructed or proposed to be eonstrueted, twenty-five per cent of which subscriptions must be paid in cash. Upon the foregoing certificate the fees payable at the office of the secretary of state are ten dollars for filing and a recording fee of fifteen cents per folio for each 100 words contained therein. At the county clerk's office a like recording fee is also payable. In addition to such payments, one-eighth of one per cent upon the amount of the capital stock Is reauired to be paid to the state treas- urer for the privilege of organization. §41. Location of line. — Every such corporation shall before commencing the construction of its pipe line in any county, or any proceeding for the con- TEANSPORTATION CORPORATIONS LAW. 227 demnation of real property, .plainly and distinctly mark and designate the line adopted and located by them by a line of sta,kes consecutively numbered and equally distant, and not more than twenty rods from each other, so that each line can be definitely known and ascertained in all places, and make a map and survey of the route so located and staked out, and shall indicate thereon plainly the points where such route crosses each parcel of land to which they have not acqilired title by agreement, and shall cause such map and survey to be certified by the president and engineer, and filed in the office of the clerk of the county into or through which the line so located and mapped passes, and shall give to the owner or occupant, if he is known or can be ascertained, of every parcel of land through which such route passes, the title to which has not been acquired by purchase, written notice of the filing of such map and survey, stating that such route passes over or across such owner's or occupant's lands, and that the route thereof is indicated thereon by such line of stakes. Any occupant or owner of such lands feeling aggrieved by the proposed location, may, within fifteen days after the service of such notice, give ten days written notice to the corporation, by service upon the president, engineer, or any director thereof, and to the owner or occupant of any lands to be affected by the alteration to be proposed by him, of the time and place of an application to be made by him to a special term of the supreme court in the judicial district in which the lands are situated for the appointment of commissioners to relocate such line. If upon the hearing the court shall con- sider that sufficient cause exists therefor,, it shall appoint three disinterested persons commissioners to examine the route located and the proposed alteration thereof, and direct the mode of proceed- ing, who shall report to the court the facts relating thereto and their opinion as to the proposed altera- 228 TEANSPOETATION CORPORATIONS LAW. tion, and what, if any, alteration should be made in such line, and the court shall thereupon make such order as it shall deem proper in relation to such alteration, and determine the location of such line, and fix and adjust the costs, fees and charges of the commissioners, and the costs and charges of the proceedings, and direct by which party the same shall be paid, and may enforce payment thereof by proceedings as for a contempt of court, for refusal to pay costs directed to be paid by an order of the court, and such order shall be final as to the location of the line upon the lands embraced therein. Such corporation shall not commence the work of con- structing or laying its line of pipe, or institute pro- ceedings for the condemnation of real property, in any county, until after the expiration of fifteen days from the service by it of the notice herein required, nor until all applications for a relocation of its line in such county if any are made, have been finally determined. [§ 23, chap. 203, Laws of 1878.J § 42. Condemnation of real property.— In case such corporation is unable to agree for the purchase of any real estate required for the purposes of its incor- poration, and its line of pipe in the county in which such real estate- is situated has been finally located, it shall have the right to acquire title thereto by condemnation, but such corporation shall not locate or construct any line of pipe through or under any building, dooryard, lawn, garden or orchard, except by the consent of the owner thereof in writing duly acknowleged, nor through any cemetery or burial ground, nor within one hundred feet of any building, except where such line is authorized by public offi- cers to be laid across or upon any public highway, or where the same is laid across or upon any turn- pike or plank-road. No pipes shall be laid for the purpose of carrying petroleum, gas or other products or property through or under any of the streets ia TEANSPOBTATION COEPOEATIONS LAW. 229 the cities of this state, unless such corporation shall first obtain the consent of a majority of the property owners on the streets which may be selected for the laying of pipes, and such pipe-line shall be located with all reasonable care and prudence so as to avoid danger from the bursting of the pipes. [SS M and 31, chap. 203, Laws of 1878.] § 43. Railroad, turnpike, plank-road and highway- crossings.— "Whenever any line of pipe of any such corporation shall necessarily cross any railroad, high- way, turnpike or plank-road, such line of pipe shall be made to cross under such railroad, highway, turn- pike or plank-road and with the least injury thereto practicable, and unless the right to cross the same shall be acquired by agreement, compensation shall be ascertained and made to the owners thereof, or to the public in case of highways, in the manner pre- scribed in the condemnation law, but no exclusive title or use shall be so acquired as against any rail- road, turnpike or plank-road corporation, nor as against the rights of the people of this state in any public highway, but the rights acquired shall be a common use of the lands in such manner as to be of the least practical injury to such railroad, turnpike or plank-road, consistent with the use thereof by such pipe-line corporation, nor shall any such cor- poration take or use any lands, fixtures or erections of any railroad corporation, or have the right to acquire by condemnation the title or use, or right to run along or upon the lands of any such corporation, except for the purpose of directly crossing the same when necessary. [§ 25, chap. 203, Laws of 1878.] § 44. Construction across and along canals, rivers and creeks.— No pipe line shall be constructed upon or across any of the canals of this state, except by the consent of and in the manner and upon the terms prescribed by the superintendent of public works, 230 TRANSPORTATION CORPORATIONS LAW. unless constructed upon a fixed bridge a• ss. We, the subscribers, desiring to become a corporation for the purpose of constructing, maintaining and owning a bridge [or a bridge and causeway, 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 corporate name] Company. Second. The duration of such company is to be [insert here a definite number of years, not exceeding Jifty.] Third. The amount of its capital stock is to be [insert amount] dollars. Fourth. The number of shares of its capital stock is to be [insert number]. Fifth. The number of directors is to be [insert number]. TRANSPORTATION CORPORATIONS LAW. 265 Sixth. The names and post-office address of the directors for the first year are as follows, viz. : Names. Fost-offlce address. 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 number of shares of stock he agrees to take in such corpora- tion, are subscribed hereto opposite the respective signatures of such subscribers. In witness whereof, we, the subscribers, have signed and acknowledged this certificate in duplicate, and have hereunto subscribed our respective names, post-office addresses, and the number of shares of stock which we severally agree to take in such corporation. Dated this day of , 189 . Number of shares Names. Fost-offlce address. subscribed. shares. shares. shares. shares. shares. STATE OF NEW YORK, ) ^^ . County of ) On this day of , 189 , before me personally came [insert names of subscribers to certificate'], to me severally 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 €xecuted the same for the uses and purposes therein set forth. Notary Public, County, N. T. 34 266 TEANSPORTATION COEPOEATIONS LAW. STATE OF NEW YORK, ] ^^ . County of ) [Sere 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 aggregate of the subscriptions to such certificate is at least one-fourth of the amount of the capital stock fixed and stated in such certificate, and that five per cent of such sub- scriptions has been actually paid in cash to the directors. [Signatures of at least three directors.} Severally sworn to before me, this ..... ) day of ,189 . j Notary Public, . . . County, N. Y. NoTBS.— At least five persons must execute the certifloate. As to expenses of incorporation, see notes to last preceding form, No. 30. § 121. Restrictions upon location of road.— No such road shall be laid out through any orchard of the growth of four years or more to the injury or destruction of fruit trees, or through any garden cul- tivated for four years or more before the laying out of the road, or through any dwelling-house or build- ing connected therewith, or any yards or inclosures necessary for its use or enjoyment without the con- sent of the owner thereof, nor shall any such corporation bridge any stream in any manner that will prevent or endanger the passage of any raft ol twenty-five feet in width, or where the same is navigable by vessels or steamboats. [§ 9, chap. 210, Laws of 1847.] § 122. Agreement for use of highways. — The supervisor and commissioner of highways, or a majority if there be more than one of any town, may agree in writing with any such corporation for the use of any part of a public highway therein required for the construction of any such road, and the com- pensation to be paid by the corporation for taking and using such highway for such purpose on first obtain- TRANSPOETATION CORPOEATIONS LAW. 267 ing consent, of at least two-thirds of all the owners of land bounded on or along such highway, which agreement shall be filed and recorded in the town clerk's office of the town. If such agreement can not be inade the corporation may acquire the right to take such highway for such purpose by condemna- tion. The compensation therefor shall be paid to the commissioners of highways, to be expended by them in improving the highways of the town. [§S 1, 2, chap. 398, Laws of 1817 ; § 5, chap. 71, Laws of 185a; S 3, chap. 516, Laws of 1855.] §123. Application to board of supervisors. — If the lands necessary for the construction of the road or bridge of any such corporation in any county have not been procured by gift or purchase, and the right to take and use any part of any highway therein required by such corporation shall not have been procured by agreement with the supervisor and com- missioners of higliways of the town in which such highway is situated, the corporation may make appli- cation to the board of supervisors of each county in which such bridge or road, or any part thereof, is to be located, for authority to build, lay out and con- struct the same, and take the necessary real estate for such purpose. Notice of the application shall be published in at least one public newspaper in each county for six successive weeks, specifying the time and place where it will be made, the location, length and breadth of any such bridge, and the length and route of any such proposed road, its character, and each town, city and village in or through which it is to be constructed. The application may be made at any annual or special meeting of the board, and if the corporation desires a special meeting therefor any three members of the board may fix a time when the same shall be held, and notice thereof shall be served upon each of the other supervisors by delivering the same to him personally or leaving it at his place of residence at least twenty days before the meetings,. 268 TEANSPOETATION CORPORATIONS LAW. and the expenses of the special meeting and of notifying the members of the board thereof shall be paid by the corporation. All persons interested therein or owning real estate in any of the towns through which it is proposed to construct the road may appear and be heard upon the hearing of the application. The board may take testimony in respect thereto, or authorize it to be taken by a com- mittee of the board and may adjourn the hearing from time to time. After hearing the application the board may, by an order entered in its minutes, authorize the corporation to construct such bridge or road and to take the real estate necessary for that purpose, and a copy of the order certified by the •clerk of the board shall be recorded by the corpora- tion in the office of the clerk of the county in which such bridge or road or any part thereof is to be located before any act shall be done under it. [§: 4, e, 6, 7, chap. 210, Laws of 1847 ; S 6, chap. 269, Laws of 1848.] § 124. Commissioners to lay out road. — If the application for the construction of any such road is granted, the board shall appoint three disinterested persons, not owners of real estate in any Lown, through which the road is to be constructed or in any adjoining town, commissioners to lay out the road. They shall take the constitutional oath of office, and without unnecessary delay lay out the route of such road in such manner as in their opinion will best promote the public interests; they shall hear all persons interested who shall apply to be heard and may take testimony in relation thereto, and shall cause an accurate survey and description of the road and the necessary buildings and gates, signed and acknowledged by them to be recorded in the clerk's office of the county. If the road is situated in more than one county, such survey and description shall be separate as to that portion in each county and tiled in the office of the clerk of the TRANSPOETATION COEPOEATIONS LAW. 269 county in which it relates. The corporation shall pay each commissioner three dollars for every day spent by him in the performance of his duties and his necessary expens'es. t§§ 17, 18, 19. vol. 2, 8th ed. Eev. Stat, p. U67; S 8, chap. 210, Laws of 1847; 8 2,, chap. 398, Laws of 1847.] § 125. Possession of and title to real estate. — The route so laid out and surveyed by the commissioners shall be the route of the road, and the corporation may enter upon, take and hold for the purposes of its incorporation, the lands described in such survey as necessary for the construction of its road, and requisite buildings and gates. If for any cause the owner of any such lands shall be incapable of selling the same or his name or residence can not, with reasonable diligence be ascertained or the cor- poration is unable to agree with the owner for the purchase thereof, it may acquire title thereto by condemnation. [8 1, chap. 398, Laws of 1847 ; 88 25 and 26, vol. 2, 8th ed. Bev. Stat., p. 1467 ; §S 11 to 30 (both inclusive), chap. 210, Laws of 1847 ; eondemnation law substHjuted for the mode prescribed in Laws of 1847.] § 126. Use of turnpike road by plank-road. — No plank-road shall be made on the roadway of any turnpike corporation without its consent, except for the purpose of crossing the same. Any plank-road corporation may contract with any connecting turn- pike corporation for the purchase of its roadway or a part thereof, or of its stock, on such terms as may be mutually agreed upon, and such stock, if pur- chased, shall be held by the plank-road corporation for the benefit of its stockholders in proportion to the amount of stock held by each, and a transfer of stock in the plank-road corporation shall carry with it its proportional amount of the turnpike stock, and entitle the holder thereof to his share of the dividends derived therefrom. After the pur- chase of the whole of the stock of any such turnpike corporation by such plank-road corporation the. 270 TEANSPOETATION COEPOEATIONS LAW. directors of the plank-road corporation shall be the directors of the turnpike corporation, and shall manage its affairs and render an account of the same annually to the stockholders of the plank-road cor- poration. If the plank-road corporation is dissolved, its stockholders at the time of dissolution shall be the stockholders of the turnpike corporation in pro- portion to the amount of stock held by each, and the stock of the turnpike corporation shall there- after be deemed to be divided into shares equal in number to the shares of stock of the late plank-road corporation, and scrip therefor shall be issued accordingly to each of the last stockholders of the plank-road corporation, and the officers of the turn- pike corporation shall be the same in number as provided for in its charter or certificate of incorpo- ration, and shall be chosen by such former stock- holders of the plank-road corporation or their assigns. A corporation owning a turnpike road on or adjoining which a plank-road shall have been constructed may abandon that portion of its road on or adjoining the route of which a plank-road is actually constructed and used. [§ 10, chap. 210, Laws of 1847, as amended by chap. 643, Laws of 1867.] § 127. Width and construction of road. — Every such plank-road shall be so constructed as to make, secure and maintain a smooth and permanent road, the track of which shall be made of timber, plank or other hard material forming a hard and even surface, and every such turnpike road shall be bedded with stone, gravel or such other material as may be found on the line thereof, and faced with broken stone or gravel, forming a hard and even surface with good and sufficient ditches on each side wherever prac- ticable, and all such roads shall be laid out at least four rods wide and the arch or bed at least eighteen feet wide, and shall be so constructed as to permit carriages and other vehicles conveniently to pass TEANSPOETATION CORPORATIONS LAW. 271 each other, and to pass on and off such road where intersected with other roads. Any corporation which shall have once laid its road with plank may relay the same, or any part thereof, with broken stone, gravel, shells or other hard materials, forming a good and substantial road. Any plank-road or turnpike corporation may lay iron rails on its road suitable for the use of wagons and vehicles drawn by horses or animals over its road, but no other motive power shall be used thereon. [§ 20, 2(1 vol., 8th ed., EeT. Stat., page UG7; §S 31, 32, chap. 210, Laws of 1847; 1 1, chap. 360, Laws of 1848 ; S 7, chap. 260, Laws of 1849 ; § 2, chap. 87, Laws of 1854, as amended by chap. 546, Laws of 1855 ; §§ l, 2, chap. 214, Laws of 1879,] § 128. Construction of bridges; obstruction of rafts prohibited. — Every bridge constructed by any such corporation shall be built with a good and substan- tial railing or siding at least four and one-half feet high, and over any stream navigable by rafts the cor- poration shall keep the channel of the stream above and below the bridge free and clear from all deposits, formed or occasioned by the erection of the bridge, which shall in anywise obstruct the navigation thereof, and shall be liable to all persons unreason- ably or unnecessarily delayed or hindered in passing the same for all damages sustained thereby. No such bridge shall be constructed over or across any river or water-course where the tide ebbs and flows or any water used for a harbor, or any lake, river or water navigable by sail vessels or steamboats, nor within the limits prescribed by law, within which a bridge shall not be erected and maintained in prox- imity to another bridge. [§S 8, 10, 20, chap. 259, Laws 1818.] § 129. Certificate of completion of road or bridge.— When any such corporation shall have completed its bridge or road or any five consecutive miles thereof, it may apply to the commissioners of highways of •each town in which the- completed road or bridge is 272 TEANSPOETATION CORPOEATIONS LAW. Bituated to inspect the same, and if a majority of the commissioners are satisfied that the road or bridge is made and completed as required by law and in a manner safe and convenient for the public use, they shall make a certificate to that effect, which shall be filed in the office of the county clerk. Each commis- sioner shall be paid by the corporation two dollars per day for his services and necessary expenses. [§ 32, 33, 2d vol., 8th ed. Kev. Stat., p. 1470] § 130. Gates, rates of toll; and exemption.— Upon filing such certificate such corporation may erect a toll-gate at such bridge or one or more toll-gates upon the road so inspected, and may demand and receive the following rates of toll, a printed list of which shall be conspicuously posted at or over each gate: If a bridge corporation, such sum as shall be ■from time to time prescribed by the board of super- visors of the county or counties in which the bridge is located. If a turnpike or plank-road, for every vehicle drawn by one animal, one cent per mile, and one cent per mile for each additional animal; for every vehicle used chiefly for carrying passengers, three cents per mile, and one cent per mile for each additional animal ; for every horse rode, led or driven, three-quarters of a cent per mile; for every score of sheep or swine, one and one-half cents per mile, and for every score of neat cattle, two cents per mile. When diverging roads strike any plank-road or turn- pike at or near any toll-gate, the board of supervisors of the county may direct that the toll charge shall commence from the point of such divergence, and only for the distance traveled on such turnpike or plank-road, but fractions of cents may be made units of cents in favor of the plank-road or turnpike cor- poration. The corporation may from time to time commute, but not for a longer period than one year at any one time, with any person whose place of abode shall adjoin or be near to the road for the toll TKANSPOETATION COEPOEATIONS LAW. 273 payable at the nearest gate on each side thereof, and the commutation may be renewed from year to year. No tolls shall be charged or collected at any gate, from any person going to or from public worship, a funeral, school, town meeting or election, at which he is a voter to cast his vote, a military parade which he is required by law to attend, any court which he shall be required to attend as a juror or witness, and when going to or from his legally required work upon any public highway, persons living within one mile of the gate by the most usu- ally traveled road when not engaged in the trans- portation of other persons or property, and troops in the actual service of this state or of the United States. [§§ 36, 62, 2(1 vol., 8th ed., Eev. Stat., p. 1471 ; §§ 35. 36, chap. 2lo, Laws of I8i7 ; 8 2, chap. 860, Laws of 1848, as.amended by chap. 646, Laws of 1855 ; §§ 2, 4, chap. 250, Laws of 1849 ; § 1, chap. 107, Laws of 1851 ; §§ 1, 2, chap. 246, Laws of 1853 ; § il, chap. 259, Laws of 1848.1 § 131. Toll gatherers. — Every such corporation may appoint toll gatherers to collect toll at each gate, who may detain and prevent from passing through the gate, any person riding, leading or driving animals or vehi- cles, subject to the payment of toll, until the toll is paid, but if he shall unreasonably hinder or delay any traveler or passenger liable to the payment of toll, or shall demand or receive from any person more toll than he is authorized by law to collect, he shall forfeit to such person the sum of five dollars for every offense, and the corporation employing him shall be liable for the payment thereof, and for any damages sustained by any person for acts done or omitted to be" done by him in his capacity of toll gatherer, if, on recovery of judgment against the toll gatherer therefor, execution thereon shall be returned nulla bona. m 34, 36, 2d vol., 8th ed., Bev. Stat., p. 1470.] § 132. Penalty for running a gate.— Any person who, with intent to avoid the payment of toll, shall pass any gate, without paying the toll required by 35 274 TKANSPORTATION COEPOEATIONS LAW. law, or shall, with his team, carriage or horse, turn out of a turnpike or plank-road and pass any gate thereon on ground adjacent thereto, shall forfeit for each offense the sum of ten dollars to the corporation injured. [§§ 54, 55, 2d vol., 8th ed., Eev. Stat., p. 1474; § 9, chap. 360, Laws of 1849; §3, chap. 485, Laws of 1865.] § 133. Location of gates and change thereof.— No ■such corporation shall erect any toll gate, house, or other building within ten rods of the front of any dwell- ing house, barn or other out-house, without the written consent of the owner, and the county judge of the county in which the same is located shall, on appli- cation, order any building so erected to be removed, and if a majority of the commissioners of highways of any town, in which a toll gate shall be located, or in an adjoining town, shall deem the location of any gate unjust to the public interests by reason of the proximity of diverging roads or otherwise, they may, on fifteen days' written notice to the president or secretary of the corporation, apply to the county court of the county in which the gate is located, for an order to alter or change its location. On hearing such application, and viewing the premises, if deemed necessary, the court may make such order in the matter as may be just and proper. Either party may, within fifteen days thereafter, appeal to the general term of the supreme court from such order, on giving such security as the county judge, making the order, may prescribe. Upon such appeal the supreme court, on motion of either party and on due notice, shall appoint three disinterested persons who are not residents of any tpwn through or into which such road shall run, or to or from which it is the principal thoroughfare, or any adjoining town, as referees to hear, try and determine the appeal. Such referees shall view the premises and the location of the gate, and hear the parties in the same manner as on the trial of an issue of fact by a referee. in a civil TEANSPOETATION COEPORATIONS LAW. 275 action in the supreme court, and report their decision thereon and the reasons therefor, and the evidence taken thereon to the supreme court, and such court shall review the report and render judgment thereon as justice and equity shall require, which shall be final and conclusive. The referees shall be entitled to the same fees as referees in civil actions in the supreme court, to be paid in the first instance by the party in whose favor their report or decision shall be, and the supreme court shall award judgment therefor, with such costs and expenses as it may deem reasonable, to the successful party on the appeal, which judgment shall be entered with the order affirming or reversing the order appealed from, and may be enforced by execution as a judgment of a court of record. If the order of the county court is not appealed from, it may be enforced, as the court may direct, and the court may allow such costs as may be deemed just and equitable. [§ 39, ad vol , 8th ed-, Rev. Stat., p. 1471. (This section added by Laws of 1836, ehap. 284, which directed It to be numbered 39, although the first section of the next article bears the same number. ) S 37, chap. 210, Laws of 1847 ; §§ l, 2 and 3, chap. 487, Laws of 1851.] § 134. Inspectors ; their pov^ers and duties. — The commissioners of highways of the. several towns and the trustees or other officers in the incorporated cities and villages of the state, who perform the duties of commissioners of highways in such cities and villages, shall be inspectors of plank-roads and turnpikes, in their respective town«, cities and villages. They shall personally inspect the whole of such turnpike or plank-road as lies in their respective towns, villages or cities, at least once in eacn month, and upon written complaint to Ihem, or any of them, that any part of such road is out of repair they shall, without delay, view and examine the part complained of, and if it shall be found to be out of repair, or in condition not to be conveniently used by the public, they shall give written notice to the toll 'gatherer or person attending the gate nearest 276 TRANSPORTATION CORPORATIONS LAW. the place out of repair or in bad condition to cause the same to be put in good condition within forty- eight hours from the service of the notice, and in default thereof they shall order the toll-gates upon such road to be immediately thrown open until the road shall be fully repaired to the satisfaction of the inspector. The fees of the inspectors for such ser- vices shall be two dollars for each day actually employed, to be paid by the corporation or. person whose road is so inspected, if they order the gates to be thrown open, but otherwise to be charged, audited and paid in the same manner as other fees of commissioners of highways. Any party aggrieved by the order of the inspectors may appeal therefrom to the county court of the county in which that part of the order is situated within twenty days after service of the order by serving a notice of appeal upon one of the inspectors, and filing a copy thereof in the county clerk's oflSce, and the appeal may be broaght on for hearing upon a notice of not less than five days, and the county court shall always be open to hear the same, and upon hearing the proofs and allegations of the parties the court may affirm, reserve or modify the order. If the order requires the gates to be thrown open, they shall remain open during the pendency of the appeal. Any inspector who shall neglect to perform his duties as such inspector shall forfeit the sum of twenty-five dollars for each offense. Every keeper of a gate ordered to be thrown open not immediately obeying such order, or not keeping such gate open until a certificate permitting it to be closed shall be granted, or hinder- ing or delaying any person in passing, or taking any tolls from any person passing such gate during the time it ought to be open, shall forfeit to the party aggrieved the sum of ten dollars for each offense, and the corporation owning the road, who shall refuse or neglect to obey the requirements of any such notice or order, shall forfeit to the people of TRANSPORTATION CORPORATIONS LAW. 277 the state the sum of two hundred dollars for each offense. [§§ 39 to 49, inclusive, ;2d vol., sth ed., Bev. Stat., page 1472, chap. 779, Laws of 1872 ; §§ 1, 2, 3 and 4 chap. 440, Laws of- 1873, as amended by chap. 164, Laws of 1877 ; U 33, 34, chap. 210, Laws of 1847 ; § lo, chap. 260, Laws of 1849.] § 135. Change of route ; extension of branches.— Any such corporation may, with the written consent of the owners of two-thirds of its capital stock and of a majority of the commissioners of highways of the town or towns, in which any change or extension is proposed to be made, construct branches to its main line or extend the same, or change the route of its road or any part thereof, and acquire the right of way for the same in the same manner as for the original or main line, and may, by any of its oflScersi agents or servants, enter upon lands for the purpose of making any examination, survey or map, doing no necessary damage ; but before entering upon, taking or using such lands, the corporation shall make a survey and map thereof, designating thereon the lands of each owner or occupant intended to be taken or used, which shall be signed and acknowl- edged by the engineer making the same and the president of the corporation and filed in the office of the clerk of the county in which the land is situated. I§ 1, chap. 260, Laws of 1849 ; S§ l, 2, 3, chap. 209, Laws of 1859.] § 136. Mile-stones, guide-posts and. hoist-gates.— A mile-stone or post shall be erected and maintained by every such corporatioji on each mile of its road, on which shall be fairly and legibly marked or inscribed the distance of such stone or post from the place of commencement of the road, and when the road shall commence at the end of any other road having mile -stones or posts on which the dis- tance from any city or town is marked, a continuation of that distance shall in like manner be inscribed. A guide-post shall also be erected at the intersection of every public road leading into or from every turn- 278 TRANSPORTATION CORPORATIONS LAW. pike or plank-road, on which shall be. inscribed the name of the place to which such intersecting road leads in the direction to which the name on the guide-post shall point. No plank -road or turnpike corporation shall erect or put up any hoist-gate on its road. Any person who shall willfully break, cut down, deface or injure any mile-stone, post or gate on such road, or dig up, or injure any part of the road, or anything belonging thereto, shall forfeit to the corporation twenty-five dollars for every offense, in addition to the damages resulting from the act. [§S 21 and 22, 2d vol., 8th ed., Bev. Stat., page 1168 ; § 61, 2d vol., 8th ed., Rev. Stat, page 1474; § 6, chap. 71, Laws of 1850.] § 137. Location of ofllce of corporation — Within two weeks after the formation of any such corpora- tion its directors shall designate some place within a county in which its road or bridge, or some part thereof shall be constructed as its office, and shall give public notice thereof by publishing the same once in each week for three successive weeks in a public newspaper in the county, and shall file a copy of the notice in the office of the county clerk of every county in which any part of the road or bridge is, or is to be constructed, and if the location of such office shall be changed, like notice of the change shall be published and filed, in which shall be specified the time of making the change, before it shall take effect. Every notice, summons or other paper required by law to be served on the corporation may be served by leaving the same at such office with any person having charge thereof, at any time between nine o'clock in the forenoon, and five o'clock in the afternoon of any day except Sunday or a legal holiday. t§ 42, chap. 210, Laws of 1847.] §138. Consolidation of corporations and sale of franchise. — Any two or more of such corporations may consolidate into one corporation on such terms TEA.NSP0ET1TI0N COKPORATIONS LAW. 279 as the persons owning two-thirds of the stock of each corporation may agree upon, and may change the name of the road on filing in the oflSce'where the original certificates of incorporation were filed, a certificate containing the names of the roads so con- solidated, and the name by which such road shall thereafter be known. Any plank-road or turnpike corporaticm may, with the consent of the owners of sixty per cent of its stock, sell, and convey the whole or any part of its rights, property and franchises tO' any other domestic plank-road or turnpike corpora- tion, and such sale and conveyance shall vest the rights, property and franchises thereby transferred in the corporation to which they are conveyed for the term of its corporate existence. [§ 8, chap. 250, Laws of 1849; § 2, chap. 441, Laws of 1879.] § 139. Surrender of road. — The directors of any plank-road or turnpike corporation may abandon the whole or any part of its road at either or both ends thereof, upon obtaining the written consent of the stockholders, owning two-thirds of the stock of the corporation, which surrender shall be by a decla- ration in writing to that effect, attested by the seal of the corporation and acknowledged by the presi- dent and secretary. Such declaration and consent shall be filed and recorded in the clerk's office of the county in which any part of the road abandoned shall be situated, and the road so abandoned shall cease to be the road or property of the corporation, and shall revert and belong to the several towns,, cities and villages through which it was constructed,. and the corporation shall no longer be liable to maintain it or to be assessed thereon, or permitted to collect tolls for traveling over the same, but with- out impairing its right to take toll on the remaining part of its road at the rate prescribed by law. [S 1, chap. 87, Laws of 1854; as amended l>7 chap. 409, Laws of 1883 ; S 2, chap> 136, Laws of 1876.] 280 TEANSPOKTATION CORPOEATIONS LAW. § 140. Taxation and exemption.— So much of any bridge or toll-house of any bridge corporation as may be within any town, city or village, shall be liable to taxation therein as real estate. Toll-houses and other fixtures and all property belonging to any plank-road or turnpike corporation shall be exempt from assessment and taxation for any purpose until the surplus annual receipts of tolls on its road over necessary repairs and a suitable reserve fund for repairs or relaying of plank, shall exceed seven per cent per annum on the first cost of the road. If the assessors of any town, village or city and the cor- poration disagree concerning any exemption claim, the corporation may appeal to the county judge of the county in which such assessment is proposed to be made, who shall, after due notice to both parties, examine the books and vouchers of the corporation, and take such further proof as he shall deem proper, and decide whether such corporation is liable to taxation under this section, and his decision shall be final. [§ 48, chap. 210, Laws of 1817 ; § i, chap. 87, Laws of 1861, as amended hr chap, 846, Laws of 1865; § 14, chap. 269, Laws of 1848] § 141. Hauling logs and timber. — Any person who shall draw or haul or cause to be drawn or hauled, any logs, timber or other material upon the bed of any plank or turnpike road, unless the same shall bo entirely elevated above the surface of the road on wheels or runners, and the road-bed shall be injured thereby, or who shall do or cause to be done any act by which the road-bed, or any ditch, sluice, culvert or drain appertaining to any turnpike or plank-road shall be injured or obstructed, or shall divert or cause to be diverted, any stream of water so as to injure or endanger any part of such road, shall forfeit to the corporation the sum of five dollars for every offense in addition to the damages resulting from the wrongful act. (§ 64, vol. 2, 8th ed., Eev. Stat, p. 1474; § i, chap. 485, Laws of 1865.] TRANSPORTATION CORPORATIONS LAW. 281 § 142. Encroachment of fences. — Whenever the president or secretary of any turnpike or plank-road corporation shall notify any inspector of such roads in the county where situated that any person is erecting or has erected any fence or other structure upon any part of the premises lawfully set apart for any such turnpike or plank-road, the inspector shall examine into the facts and order the fence or other structure to be removed if it shall appear to be upon any part of any such road, and any person neglecting or refusing to remove the same within twenty days or such further time not exceeding three months, as may be fixed by the inspector, shall forfeit to the corporation the sum of five dollars for every day, during which the fence or other structure shall remain upon such road, but no such order shall ' require the removal of any fence, previously erected, between the first day of December and the first day of April. [§ i, chap. 485, Laws of 1855.1 § 143. Penalty for fast driving over bridges.— Any plank-road, turnpike or bridge corporation may put up and maintain at conspicuous places at each end of any bridge, owned or maintained by it, the length of whose span is not less than twenty-five feet, a notice with the following words in large char- acters: "One dollar fine for riding or driving over this bridge faster than a walk," Whoever shall ride or drive faster than a walk, over any bridge, upon which such notice shall have been placed, and shall then be, shall forfeit to the corporation the sum of one dollar for every such ofiense. [8 5, ehap. 87, Laws of 1854 ; S 2, ohap. 262, Laws of 1838.1 § 144. Acts of directors prohibited. —No director of any such corporation shall be concerned, directly or indirectly, in any contract for making or working any road belonging to it during the time he shall be a director. No contractor for the making of such 36 282 TRANSPORTATION CORPORATIONS LAW. road, or any part thereof, shall make a new contract for the performance of his work, or any part of it, other than by hiring hands, teams, carriages or uten- sils, to be superintended and paid by himself, unless such new contract and its terms be laid before the board of directors and be approved by them. (§ 2d Tol., Eev. Stat., 8th ed., §§ 23 and 24, p. 1468.] § 145. Actions for penalties. — No action to recover any penalty against any turnpike or plank-road cor- poration, shall be commenced or maintained against it, or any of its oflBcers or agents, unless Commenced within thirty days after the penalty was incurred. rs 3, chap. 71, Laws of 1850.] §146. Proof of incorporation. — In any action brought by or against any domestic turnpike or plank-road corporation, which shall have been in actual operation, and in possession of a road upon which it has taken toll for five consecutive years, next preceding the commencement of the action, parol proof of such corporate existence and use shall be sufficient to establish the incorporation of the corporation, for all the purposes of the action, unless the opposing party shall set up a claim in his com- plaint or answer duly verified of title in himself to the road, or some part thereof stating the nature of his title, and right to the immediate possession and use thereof. [S 6, chap. 87, Laws of 1864 ; § 1, chap. 646, Laws of 1865 ; § 147. When stockholders to be directors . — When the whole number of stockholders in any turnpike or plank-road corporation shall not exceed the num- ber of the directors specified in the certificate of incorporation, each stockholder shall be a director of such corporation, and the stockholders shall con- stitute the board of directors, whatever may be their number, and a majority thereof shall be a quorum for the transaction of business. [Chap. 202, Laws of 1857.] TEANSPOETATION CORPORATIONS LAW. 28d § 148. Dissolution of corporation.— Every turnpike, plank-road or brid}^e corporation may be dissolved by the legislature when, by the income arising from tolls, it shall have been compensated for all moneys expended in purchasing, making, repairing and tak- ing care of its road, and have received in addition thereto an average annual interest at the rate of ten per cent, and on such dissolution all the rights and property of the corporation shall vest in the people of the state. Any such corporation, which shall not within two years from the filing of its certificate of incorporation, have commenced the construction of its road or bridge and actually expended thereon ten per cent of its capital, or which shall not within five years from such filing have completed its road or bridge, or in case such bridge is destroyed, shall not rebuild the same within nve yearg, or which, for a period of five consecutive years shall have neglected or omitted to exercise its corporate functions shall be deemed dissolved; Where the corporation has neglected or omitted for five years to exercise its corporate functions, and its road-bed or right of way shall have been used as a public highway for that period, or where any 'such corporation shall have become dissolved, or where the road or any part of it of a turnpike or plank-road corporation, or the- bridge of any bridge corporation, shall have been discontinued, such road-bed or right of way, and such discontinued road or bridge, and the road or bridge of any such dissolved corporation, shall there- after be a public highway, with the same effect as if laid out by the commissioners of highways of the town, and be subject to the laws relating to highways and the erection, repairing and preservation of bridges thereon. [5 3, chap, 262, Laws o£ 1838 ; §§ 49, 50, and 51, chap. 210, Laws of 1847 ; S 2, chap., 646, Laws of 1855 ; § 1, chap. 373, Laws of 1876 ; § 15, chap. 259, Laws of 1848.] § 149. Town must pay for lands not originally a. highway.— "When the corporate existence of any 284 TRANSPORTATION CORPORATIONS LAW. plank-road or turnpike corporation shall have ceased by limitation of time, or where any judgment of ouster or dissolution, or restraining the exercise of its fran- chises has been rendered in any action against it, such portion of the line of its road as was built over lands which were originally purchased by it and not pre- viously a public highway shall not be used as a public highway, nor be taken possession or control of by the town in which the same may be, or by any of the authorities thereof or be claimed or worked or used as a public highway until the town shall pay over to the treasurer, receiver or other legal repre- sentatives of the corporation, or its assigns, the principal sum of the amounts paid by it for such lands, as shown by the deeds of conveyance thereof to it, and every such judgment shall provide accord- ingly. Such payments shall be made within three months after the expiration of the corporate exist- ence of the corporation, or if any such judgment has been or shall be rendered within three months after service of written notice of the entry thereof on the supervisor of the town, and the person receiving such payment shall execute a proper discharge therefor and a conveyance to the town of all the title and interest which the corporation had in such lands at the expiration of its corporate existence. [§ 2, chap. 484, Laws of 1880, as amended hy chap. 337, Laws of 1881.1 § 150. Highway labor upon line of plank-road or turnpike. — Every person liable for highway labor living or owning property on the line of any plank- road or, turnpike may, on written application to the commissioners of highways of the town, on any day previous to making out the highway warrant by the commissioners, be assessed for the highway labor upon his property upon the line of such road, in the ■discretion of the commissioners to be worked out upon the line of such road as a separate road district, and the commissioners shall make a separate list of the persons and property so assessed, as for a sep- TRANSPORTATION CORPORATIONS LAW. 285 arate road district, and deliver the same to one of the directors of the corporation owning such road, who shall cause such highway labor to be worked out on such road in the same manner that overseers of highways are required to do, and such directors shall possess the powers and have the authority to compel the performance of such highway labor or the payment of the tax therefor as such overseers DOW have by law, and shall make like returns to the commissioner of highways, and any person so assessed may commute for the highway labor assessed upon him or his property by paying the sum now fixed by law as the commutation for such highway labor. [§§ 1, 2, 3, i, chap. 026, Laws of 1853, as amended by chap. 128, Laws of 1872; chap. 373, Laws of 1876] § 151. Extension of corporate existence. — No turn- pike, plank-road or bridge corporation shall extend its corporate existence, pursuant to the provisions of the general corporation law, without the written con- sent of the persons owning at least two-thirds of its capital stqck, nor without the consent of the board of supervisors of each county in which any part of its road or bridge is situated, which consent shall be given by a resolution of the board adopted at any regular or special meeting, and a copy of such resolu- tion, certified by the clerk of the board, or verified by the affidavit of some member thereof, together with such consent of the stockholders, and a state- ment verified by the affidavit of the president and treasurer of the corporation, showing the actual capital expended upon the construction of the road, exclusive of repairs, the name of each town or ward through or into which the road passes, and. if any part of the road shall have been abandoned, the actual cost of the remaining part, exclusive of repairs, shall be filed with the certificate of the con- tinuance of the corporate existence. No further 286 TRANSPOETATION COKPORA-TIONS LAW. abandonment of any road belonging to a corporation whose corporate existence has been so extended shall be made, except with the consent of a majority of the board of supervisors of the county in which the abandoned portion of the road may lie, which con- sent shall be filed in the ofiice of the clerk of the county. [§§ 1, 2, 3, chap. 283, Laws of 1872.] AETIC'LE X. Miscellaneous Provisions. Section 160. Laws repealed. 161. Saving clause. 163. Construction. 163. "When to take effect. Section 160. Laws repealed.— Of the laws enumer- ated in the schedule hereto annexed, that portion specified in the last column is repealed. Such repeal shall not revive a law repealed by any law hereby repealed, but shall include all laws amendatory of the laws hereby repealed, § 161. Saving clause — The repeal of a law or any part of it specified in the annexed schedule shall not affect or impair any act done, or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to May first, eighteen hundred and ninety-one, under or by virtue of any law BO repealed, but the same may be asserted, enforced, prosecuted or inflicted, as fully and to the same extent, as if such law had not been repealed; and all actions and proceedings civil or criminal, com- menced under or by virtue of the laws so repealed and pending on April thirtieth, eighteen hundred and ninety-one, may be prosecuted and defended to final eflfect, in the same manner as they might under the laws then existing, unless it shall be otherwise specially provided by law. TRANSPOETATION COKPORATIONS LAW. 287 § 162. Construction.— The provisions of this chap- ter, so far as they are substantially the same as those of laws existing on April thirtieth, eighteen hundred and ninety-one, shall be construed as a continuation of such laws, modified or amended according to the language employed in this chapter, and not as new enactments; and references inlaws not repealed to provisions of laws incorporated into this chapter and repealed shall be construed as applying to the pro- visions so incorporated, and nothing in this chapter shall be construed to amend or repeal any provision of the Criminal or Penal Code. § 163. When to take eflfect.— This chapter shall take eflFect on May first, eighteen hundred and ninety-one. Schedule of Laws Repealed. Revised Statutes, Part 1. Chap. 18, Title 1. All. Laws of Chapter SECTIONS. 1836 284 All. 1838 262 All. 1847 210 All. 1847 287 AIL 1847 398 All. 1848 37 All. 1848 45 265 All. 1848 All. 1848 259 All. 1848 360 250 All. 1849 AU. 1849 362 All. 1850 71 All, except the 1851 107 All. [first section. 1851 487 AIL 1851 98 AIL 1852 228 All. 1852.. 372 AIL 1853 124 All. 1853.. 135 All. 1853 245 AIL 1853 471 All. 288 TEANSPORTATION CORPOEATIONS LAW. Schedule op Laws Eepealed — (Continued). Laws of Chapter SECTIONS. 1853. 1854. 1854. 1854. 1855. 1855. 1855. 1855. 1857. 1857. 1857 . 1858. 1859. 1859. I860. 1861. 1861. 1862. 1862. 1862. 1865. 1865. 1866. 1867. 1867. 1868. 1869. 1870 . 1870., 1871 . , 1872 . , 1872. 1872 . 1872 . 1872. 1873. 1873. 1875 . 1875. 1875. 1875. 1876. 1876. 1876. 1876. 1877. 626. 3. 87. 232. 300. 485. 546. 559. 83. 202. 643. 10. 209. 311. 116. 215. 238. 205. 248. 425. 691. 780. 780. 419. 974. 253. 234. 443. 568. 95. 128. 283. 374. 779. 780. 440. 737. 4. 120. 319. 445. 135. 373. 415. 435. 164. All. All. All. All. All.* All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. AU. AU. All. • This is evidently a clerical error which has been Inadvertentlr overlooked in the enactment of the hiU. Tho n^*- ir^t-a-nA^^^ #■« i 1-^ «- . . Laws of 1866. TRANSPORTATION CORPORATIONS LAW. 289 Schedule of Laws Repealed — {Concluded). Laws of 1878 . 1878.. 1879 . 1879.. 1879.. 1879 . 1879., 1880.. 1880., 1881., 1881. 1881. 1881. 1881. 1881. 1881. 1881. 1882. 1883. 1883. 1883. 1883. 1883. 1883. 1884. 1885. 1885. 1885. 1885. 1886. 1886. 1886. 1887. 1888. 1889, Chapter 203., 394., 214. 253. 377. 441. 512. 90. 484. 77. 117. 213. 311. 313. 337. 464. 674. 289. 216. 323. 409. 482. 483. 497. 386. 153. 141. 422. 423. 248. 321. 322. 570. 462. 369. SECTIONS. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. AU. AU. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. All. 37 THE BUSINESS CORPORATION LAW. THE REVISERS' NOTE.* No part of the statutes is in greater need of revision than the laws relating to business corporations. The first act upon the subject of any importance was chapter 40 of the Laws of 1848, originally passed to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes. But this act has been amended and supplemented, and re-amended and re-supplemented, and its application extended to include so many other classes of corporations, that its prin- cipal scope and purpose have been lost sight of, and perplex- ing questions frequently arise as to the limit of the authority which it confers and the extent of the liabilities which it creates. The act of 1875 (chap. 611), known as the Business Com- panies' Act, was undoubtedly intended to provide a general law under which all corporations of that character, with a few exceptions, might incorporate and transact business ; and it was evidently expected that all corporations subsequently formed for such purposes would organize under this law. But the act of 1848, with its amendments and supplements, was not repealed, and -incorporators could therefore elect under which law they would become a corporation. The act of 1875 provided for two kinds of business corporations, known respectively as "full liability" and "limited liability" com- panies; and in the case of limited liability companies, the lia- bilities of officers and stockholders were essentially the same as in corporations formed under the act of 1848. But the act of 1875 required the word " limited " to be always added to the name of the corporation, and to be conspicuously posted on the outside of every office or place in which its business is carried on, and also to be added in all notices and advertise- ments of the company, "and in all its bills of exchange, prom- issory notes, checks, orders for money, bills of lading, invoices, • See note, page 1. 292 THE EEVISEES' I^OTE. receipts, letters and other writings, used in the transaction of the business of the corporation." The omission of the word in any case, although accidental or unintentional, rendered every officer and director of the company personally liable for any indebtedness, damage or liability incurred during the omission. On account of this peculiar and unnecessary feature of the act of 1875, it is believed that persons desirous of embarking in corporate business enterprises, have frequently preferred to incorporate under the act of 1848; and the former act has thus failed to accomplish the purpose of its enactment. The proposed bill, herewith submitted, in connection with the general and stock corporation laws, is designed to provide a uniform method of procedure for the incorporation of cor- porations created for the purpose of engaging in any lawful business, except such as may be formed under other general laws, and for the management of their affairs. It embodies every substantial provision of both acts, and it preserves the distinction between full and limited liability companies, without any of the unreasonable and embarrassing requirements of the act of 1875, and, at the same time, without depriving the creditors of such corporations of any proper remedy or safeguard which they have under existing laws THE BUSINESS CORPORATION LAW. Being Chaptbr 567, Laws op 1890. An Act in relation to business corporations, consti- tuting chapter forty-one of the general laws. Appboved by the Governor June 7, 1890. THE BUSINESS CORPORATION LAW. Section 1 . Short title of chapter. 2. Incorporation. 3. Restriction upon commencement of business. 4. Adoption of by-laws. 5. Reorganization of existing corporations. 6. Payment of capital stock. 7. Liabilities of stockholders. 8. Extension of business. 9. Change of place of business. 10. Taxation. 11. Place of business : assessment. 13. May hold stock in certain corporations. 13. Corporations may consolidate ; agreement therefor. 14. Agreement to be submitted to stockholders ; stock of those objecting appraised and paid for. 15. Powers of consolidated corporations. 16. Property, etc., transferred to new corporations. 17. Rights of creditors. 18. District steam corporations ; must supply steam ; penalty; deposit may be required. 19. Agent authorized to enter buildings and examine meter; penalty for interference. 20. When agent may enter and cut off steam. 31. Laws repealed. 32. Saving clause. 33. Construction. 24. When to take effect. Section 1. Short title and limitation of chapter.— This chapter shall be known as the business corpora- tion law, but no corporation shall be formed under it 294 THE BUSINESS CORPORATION LAW. for the purpose of carrying on any business which might be carried on by a corporation formed under any other general law of the state authorizing the formation of corporations for the purpose of carry- ing on such business. § 2. Incorporation. — Five or more persons, a major- ity of whom shall be citizens and residents of this state, may become a corporation, for the purpose of carrying on any lawful business by making, signing, acknowledging and filing a certificate which shall contain: 1. The name of the proposed corporation; 2. The object for which it is to be formed, includ- ing the nature and locality of its business ; 3. The amount and description of the capital stock. 4. The number of shares of which the capital stock shall consist, each of which shall not be less than five nor more than one hundred dollars; 5. The location of its principal business office; 6. Its duration, which shall not exceed fifty years; 7. The number of its directors, not less than five nor more than thirteen, who shall each be a stock* holder having at least five shares of stock; 8. The names and post-office addresses of the directors for the first year; 9. The post-office addresses of the subscribers and a statement of the number of shares of stock which each agrees to take in the corporation, the aggregate of which subscriptions shall not be less than one<- tenth of the capital stock, and ten per cent of which must be paid in cash to the directors named in the certificate. There shall be indorsed thereon or annexed thereto as a part thereof the affidavit of at least three of the directors, that the requisite amount of stock has been subscribed and the prescribed percentage thereof paid in cash to the directors. [85 1, 2, chap. 67, Laws of 1811 ; S 2, chap. 47, Laws of 1815 ; SS 1, 2, chap. 202, Laws of 3816; SS 1, 2, chap. 68, Laws of 1816 j ehap. 223, Laws of 1817; ehap. 102, Laws of 1819; chap. 40, Laws of 1848, as amended by chap. 309, Laws of 1882; chap. 40, THE BUSINESS CORPOEATION LAW. 295 Laws of 1818, as amended by chap. 267, Laws of 1884 ; chap. 40, Laws of 1848, as amended by chap. 84. Laws of 188S ; chap. 40, Laws of 1848, as amended by chap. 313, Laws of 1888 ; chap. 14, Laws of 18S1 ; § l , chap. 333, Laws of 1893 ; chap. 301, Laws of 1865 ; §§1,3, chap. 29, Laws of 1857 ; chap. 63, Laws of 1863 ; chap. 337, Laws of 1864, as amended by chap. 781, Laws of 1868; chap. 234, Laws of 1865; chap, 307, Laws of 1865 ; chap. 371, Laws of 1866 ; chap. 838, Laws of 1866 ; chap. 539, Laws of 1871, as amended by chap. 689, Laws of 1881 ; chap. 814, Laws of 1873; chap. 113, Laws of 1876 ; chap. 365, Laws of 1875 ; chap. 85, Laws of 1880 ; chap. 241, Laws of 1880 ; chap. 611, Laws of 1876 ; chap. 639, Laws of 1889 ; chap. 117, Laws of 1853, as amended by chap. 238, Laws of 1883; chap. 616, Laws of 1873; chap, 351, Laws of 1881 ; chap. 650, Laws of 1881 ; chap. 143, Laws of 1874; chap. 149, Laws of 1861 ; chap. 248, Laws of 1872 ; chap. 820, Laws of 1872 ; chap. 273, Laws of 1882.] (No. 32.) [Copyright, 1890, by Feank White.] Form of Certificate of Incorporation of a Business Corporation, under "The Business Corporation Law," Section 2. STATE OF NEW YORK County or i We, the undersigned, a majority of whom are citizens and residents of this State, desiring to become a corporation for the purposes hereinafter set forth, pursuant to the provisions of " The Business Corporation Law," do hereby certify : FipsT. The name of the proposed corporation is to be [insert corporate name]. Second. The object and nature of the business for which it is to be formed are [state olyects and nature of business'], and the location of its business is to be [state place where the manufaxr- luring or such business as (he company is to engage in is to be located] : Third. The amount and description of the capital stock are to be as follows : [Insert amount and description]. FouETH. The number of shares of which the capital stock shall consist is [insert number of shares, but the number fixed must be such that the par value of each shall be not less than five nor more than one hundred dollars]. Fifth, The location of its principal business office is to be in the [insert name of city or village] , in the county of , State of New York. Sixth. Its duration is to be [insert number of years not exceed- ing fifty]. Seventh. The number of its directors is to be [insert a definite number between the limits of five and thirteen]. 296 THE BUSINESS COEPOKATION LAW. Eighth, The names and post-office addresses of the directors for the first year are as follows, viz. : Names. Post-ofQoe addresses. Ninth. Tho post-office addresses of the subscribers and a statement of the number of shares of stock which each agrees to take.in the corporation are subscribed to this certificate. In witness whebeof, we, the subscribers, have made, signed and acknowledged this certificate in duplicate, and have here- unto subscribed our respective names, post-office addresses and the number of shares of stock which each of us agrees to take in such corporation. Dated this day of ,189 . No. of shares Names. Fost-ofBce addresses. subscribed, shares. shares. shares. shares. shares. STATE OF NEW YORK, ) ^^ . County of J " On this day of , 189 , before me personally came [insert names of subscribers to certificoUe'], to me severally 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. Notary PvMic, County, N. Y. STATE OP NEW YORK, 1 COUNTT OF J [Sere insert the names of at, least three directors'] being severally duly sworn, each for himself, deposes and says, that he is a THE BUSINESS CORPOEATION LAW. 297 director named in the foregoing certificate of incorporation ; that the persona who have signed such certificate have sub- scribed in the aggregate to at least one-tenth of the capital stock of the proposed corporation, and have paid ten per cent of such subscriptions in cash to the directors named in the certificate. [Signatures of three directors.'] Severally sworn to before me, this ] day of , 189 . J Notary Fublic, County, N. T. UoTBS.— The foregoing certificate Is to be executed by at least five persons. Each director must be a stockholder In the company to the extent of at least five shares of stock. The fees payable at the office of the secretary of state are ten dollars for fllins and fifteen cents per folio tor recording. At the county clerk's office a like recording tee is payable.- • In addition to such payments one-eighth of one per cent upon the amount of the capital stock must be paid to the state treasurer for the privilege of organ- ization. I The foregoing is a form for a company of limited liability. Such corpora- tions, organizing under this chapter, are not required to use the word " limited " In the corporate name, as was the case under the Business Corporation Act of 1875 (chapter 611). See Reviser's Note, page 291, ante. FuLii Liability Cobpoeations.— To form a full liability corporation under this chapter the introductory portioil should read as follows, to wit: STATE OF NEW ,TOR^,1 g . CoxjNTT or . . . -f ) We, the undersigned, a majority of whom are citizens and residents of this state, desiring to become a full liability cor- poration, for the purposes hereinafter set forth, pursuant To the provisions of " The Business Corporation Law," do hereby certify as follows: [Here inxert the recitals as in the preceding form.^ § 3. Restriction upon commencement of business. No such corporation shall engage in the transaction or management of the business, which it is incor- porated to conduct until one-half of its capital stock shall have been subscribed arid ten per cent thereof shall have been paid in cash, nor until it shall have adopted by-laws for the corporation, and shall have filed in the offices where its certificates of incor- poration were filed a further certificate, executed 38 298 THE BUSINESS CORPOEA.TION LAW. and acknowledged by the president and treasurer of the board of directors, to the effect that one-half of the capital stock of the corporation has been in g( od faith subscribed and ten per cent thereof actually paid in cash and that the by-laws of the corporation have been adopted and a copy of "the subscription list to the stock of the corporation and a copy of the by-laws shall be annexed to such certificate and the same shall be verified by the oath of the president and treasurer to the effect that the statements con- tained in it are true. [S 7, chap. 611, Laws of 1876.] § 4. Adoption of by-laws.— The by-laws of the corporation shall be adopted at a meeting of stock- holders who have subscribed in the aggregate to at least one -half of the capital stock of the corporation and paid ten per cent of such subscription in cash, which meeting shall be called by the directors named in the certificate by serving, at least five days before the meeting, upon every stockholder personally, or by depositing in the post-office, a copy addressed to him at his last known place of residence, postage prepaid, a written notice stating the time, place and object of the meeting. Such by-laws shall provide : 1. The term of the office of the directors, which shall not exceed one year ; 2. The manner of filling vacancies among directors and officers ; 3. The time and place of the annual meeting; 4. The manner of calling and holding special meet- ings of the stockholders ; 5. The number of stockholders who shall attend, either in person or by proxy, in order to constitute a quorum ; 6. The officers of the corporation, always including a president, a secretary and a treasurer, the manner of their election, by and among the directors, and their powers and duties ; THE BUSINESS COEPOEATION LAW. 299 7. The manner of electing or appointing inspectors of election ; 8. The manner of amending the by-laws. No amendment of the by-laws of any such cor- poration shall take effect until a copy thereof, veri- fied by the president and secretary, shall have been filed in the oflBces where the original certificates of incorporation were filed. [§ 6, chap. 611, Laws of 1875.] The by-laws must be adopted at a meeting held ivithin the State. (Ormsby v. Vermont Copper Mining Co., 56 N. Y., 683.) The majority have authority to prescribe any by-law which is reasonable, and designed to aid in accomplishing the objects for which the corporation was organized. (People v. Sailors' Snug Harbor, 54 Barb., 532; Poultney v. Bachman, 31 Hun, 49.) (ITo. 33.) [Copyright, 1890, by Fbank White.] Form of Certificate prior to Transaction of Business for filing- under "The Business Corporation Law," Sections 3 and 4. STATE OF NEW YOEK, \ ^^ . County of ) We, the undersigned, being the president and treasurer,, respectively, of the board of directors of [insert name of com- pany], a corporation organized under "The Business Corpora- tion Law," do hereby certify, pursuant to sections 3 and 4 of such act as follows: That one-half of the capital stock of such corporation has been in good faith subscribed and ten per cent thereof actually paid in cash. That a copy of the subscription list to the stock of such cor- poration is annexed hereto, marked "Exhibit A," which is hereby made a part of this certificate. That a copy of the by-laws of such corporation is hereto annexed, marked " Exhibit B," which is hereby made a part of this certificatie. That such by-laws have been adopted at a meeting of stock- holders who have subscribed in the aggregate to at least one- half of the capital stock of the corporation and paid ten per cent of such subscriptions in cash, which meeting was called by the directors named in the certificate, by serving, at least five 300 THE BUSINESS COKPORATION LAW. days before the meeting, upon every stockholder personally or by depositing in the post-office a copy addressed to him at his last known place of residence, postage prepaid, a written notice stating the time, place and object of the meeting. That such notice was in the words and figures following: Notice to stockholders: A meeting of the subscribers to the capital stock of company will be held at No street, in the of on the ...... day of ,189 , at o'clock in the noon, for the purpose of adopting by-laws for said company. Dated ,189 . AB, CD, EF, GH, IJ. Directors. In witness whereof, we have executed, acknowledged and verified this certificate in duplicate, and have hereunto set our hands this day of , 189 . , President. , Treasurer. STATE OF NEW YORK, ) ^^ . County of ) On this day of , 189 , before me person- ally came {insert names of president and treasurer] , to me known and known to me to be the persons described in and who made and signed the foregoing certificate, and severally acknowl- edged to me that they had made, signed and executed the same for the uses and purposes therein set forth. Notary Public, County, N. Y. STATE OP NEW YORK, ) ^^ . County of 3 [Insert the names of the president and treasurer] being severally duly sworn, depose and say, and each for himself deposes and says, that the said is the president of the THE BUSINESS COEPORITION LAW. 301 board of directors of [insert name of company], and that the said is the treasurer thereof; that the state- ments contained in the foregoing certificate are true. , President. , Treasurer^ Severally sworn to before me, ) this. ..day of , 189 . i Notary Public, County, N. Y. "Exhibit A," Eefekeed to in the Fokegoing Certificate. Copy of subscription list to the stock of [insert name of companyl . We, the undersigned, hereby subscribe hereto our respective names, post-office addresses, and the number of shares of stock which we respectively agree to take in [insert name of com- pany], and severally agree to pay for such stock at such times and in such installments as the board of directors of such company may by resolution require. Name of subscriber. Post-offloe address. No. of shares subscribed. "Exhibit B" Referred to in the Foregoing Certificate. By-laws of [insert name of company], adopted by the stock- holders at a meeting regularly held on the day of 189 , The term of office of the directors is to be one year. Vacancies among directors and officers shall be filled for the unexpired term by ballot by the board of directors at a special meeting called for that purpose, to be held within 60 days after the occurrence of such vacancy upon days notice. The annual meeting will be held at the office of the company in the of on the first Tuesday of January 302 THE BUSINESS COKPOEATION LAW. of each year, at o'clock in the noon of that day, unless such day be a legal holiday, in which case the meetiiig ■will be held at the same hour on the day following. Special meetings of stockholders may be called by the board of directors upon five days notice served personally or by mail upon each stockholder of record. The directors shall also call such special meetings upon a like notice at the request in writing of stockholders representing one-third of the capital stock of the company. In order to constitute a quorum at every meeting of stock- holders there shall attend, either in person or by proxy, stockholders representing a majority of the capital stock of the company. The officers of the corporation are to be a president, a secretary and a treasurer to be elected by ballot by and among the board of directors by a majority vote thereof. Such election of officers shall be held annually immediately after the election of each new board of directors. Their powers and duties are as follows: The president shall act as presiding officer at all meetings of the board of directors. He shall call to order all meetings of the stockholders. He shall together with the treasurer sign all certificates of stock, and shall sign and execute all contracts in the name of the corporation and affix the seal of the cor- poration to such contracts when authorized so to do by resolu- tion of the board of directors. He shall countersign all checks drawn by the treasurer. He shall have the general manage- ment of the business of the company and do all acts incidental to his position. In the absence of the president the duties of his office shall devolve upon a president pro tempore to be elected by the board of directors from its members. The treasurer shall sign all certificates of stock signed by the president. He shall have charge of all funds, securities and valuables of the company, all of which shall be deposited by him in the name of the company in a bank or banks speci- fied by the board of directors; he shall indorse for coUeotion the bills, notes, checks and other negotiable instruments received by the company, and he shall sign all bills, notes, checks and other negotiable instruments of the company, and act generally as the disbursing officer of the corporation, taking proper vouchers for all disbursement. At each regular THE BUSINESS COEPORATION" LAW. 303 ' meeting of the board of directors he shall present a complete statement of the affairs of the company. The secretary shall affix tho seal of the corporation to all certificates of stock, when signed by the president and treas- urer. He shall keep the minutes of the meetings of stockhold- ers, of the board of directors and of the standing committees. He shall prepare and serve the notices required by the com- pany and attend to all correspondence assigned to him by the board of directors. He shall have charge of the certificate book, transfer book and stock ledger. He shall keep correct books of account of all the company's business and transactions, and shall also keep a book containing the names, alphabetically arranged, of all persons who are, or within six years have been, stockholders of the corporation, showing their places of resi- ■ dence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount actually paid thereon. Two inspectors of election to serve for one year shall be elected at each annual meeting of the stockholders by a major- ity vote. These by-laws may be amended at any annual meeting, or at any special meeting of the stockholders called especially for that purpose, provided persons representing in person or by proxy at least two-thirds of the capital stock of the company vote in favor of such amendment. Notes.— The foregoing paper I3 to be executed in duplicate, one of which Is to be filed in the office of the Secretary of State, and the other in the office ot the county clerk. No fee is payable. The by-laws above set forth are given merely as a guide to meet each of the requirements of the eight subdivisions of section i of this chapter. Such other or additional by-laws should be adopted as may be necessary to meet the exi- gencies of any particular case. ' § 5, Reorganization of existing corporations.— Any corporation heretofore organized, except such cor- porations as are prohibited by the first section of this chapter from organizing thereunder, may rein- corporate under this chapter in the following man- ner: The directors of the corporation shall call a meeting of the stockholders thereof by publishing a notice, stating the time, place and object of the meet- ing, signed by at least a majority of them, in a news- paper of the county in which its principal business 304 THE BUSINESS CORPORA.TION LAW. oflfiee is situated, for at least three successive weeks, and by serving upon each stockholder at least three weeks before the meeting, a copy of such notice either personally or by depositing it in the post- office, postage prepaid, addressed to him at his last known post-office address. The stockholders shall meet at the time and place specified in the notice, and organize by choosing one of the directors chair- man, and a suitable secretary, and shall then take a vote of those present in person or by proxy upon the proposition to reincorporate under this chapter, and if votes representing a majority of all the stock of the corporation shall be cast in favor of the proposi- tion, the officers of the meeting shall execute and acknowledge a certificate of the proceedings, which certificate shall also contain the statements required by section two of this chapter and shall be filed, together with a copy of the by-laws of the corpora- tion, in the offices where certificates of incorporation under this chapter are required to be filed. From the time of such filing such corporation shall be deemed to be a corporation organized under this chapter and if originally organized or incorporated under a general law of the state, it shall have and exercise all such rights and franchises as it has here- tofore had and exercised under the laws pursuant to which it was originally incorporated, and such reorganization shall not in any way aflfect, change or diminish the existing liabilities of the corporation. CS 32, chap. 611, Laws of 1876.] (No. 34.) [Copyright, 1890, by Fbank White.] Form of Certificate of Proceedings of tlie Stockholders of an Existing' Corporation for Reincorporation under "The Busi- ness Corporation Law," Section 5. STATE OF NEW YORK, ] r SS * County op ) We, the undersigned, A B, chairman, and C D, secretary, respectively, of a special meeting of the stockholders of [insert name of company], a corporation heretofore organized, held for THE BUSINESS COEPOEATION LAW: 305 the purpose of voting upon a proposition to reincorporate- under "The Business Corporation Law," pursuant to and iui conformity with section 5 of such law, do hereby certify : That such corporation was organized for [here insert the' objects as set forth in its certificate of incorporation]. That the directors of the corporation called a meeting of the stockholders thereof by publishing a notice, stating the time, place and object of the meeting, signed by at least a majority of them, in the [insert name of paper], a newspaper pub- Ushed in the city [or village] of , in the county of , being the county in which the principal busi- ness ofSce of such corporation is situated, for at least three successive weeks, and by serving upon each stockholder at least three weeks before such meeting a copy of such notice, either personally or by depositing it in the post-office, postage prepaid, addressed to such stockholder at his last known post- office address. That such notice was in the words and figures following, to wit : Notice to Stockholders. A meeting of the stockholders of the [insert corporate name] to vote upon a proposition to reincorporate such company under the provisions of " The Business Corporation Lsw," 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.] That at the time and place specified in such notice stock- holders 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 A B, one of the directors, chairman, and 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 Corporation Law." That the following resolution was offered: Resolved, That [insert corporate name of the company] be rein- corporated under the provisions of "The Business Corporation 39 306 THE BUSINESS CORPOEATION LAW. Law,'' and that the directors of this company be empowered and directed to execute a proper certificate of such reincorpora- tion and file the same, together with a copy of the by-laws of the corporation, in the manner prescribed by law. That votes representing a majority of all the stock of the corporation were thereupon east in favor of such resolution. 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. 32.] That a copy of the by-laws of such corporation is hereunto annexed, marked "Exhibit A," and is hereby made a part of this certificate. In witness whereof, we, the undersigned, chairman and secre- tary, respectively, of such meeting of stockholders, hereby execute this certificate in duplicate, and hereby certify that the foregoing certificate of proceedings is true and correct. Dated, this day of , 189 . Chairman, , Secretary. STATE OF NEW YORK, ) ^^ . County of J , chairman, and secre- tary, being severally duly sworn, do depose and say, and each for himself deposes and says, that he has read the foregoing certificate of proceedings of the meeting of stockholders of the [insert name of company], subscribed by him, and knows the contents thereof, and that such certificate is correct and true. Chairman. Severally sworn to before me, this ) day of , 189 . J ., Secretary. Notary PvJblic, County, N. Y. STATE OF NEW YORK, ) {■ ss.: County of J On this day of , 189 , before me personally came [insert names of chairman and secretary'], to me severally THE BUSINESS COEPORATION LAW. 307 inown and known to me to be the persons described in and who executed the foregoing certificate, and severally acknowl- ■edged to me that they executed the same for the uses and purposes therein mentioned. Notary Public, County, N. Y. " Exhibit A," Befekked to in the Fobegoing Certificate. By-laws of Company. [Here insert the by-latos of the corporation.] Notes.— The payments to be made at the office of the secretary of state upon the preceding certificate are ten dollars for filing and fifteen cents per folio for each 100 words contained therein for recording. Only the recording fee is payable at the office of the county clerk. In addition to such payments it has recently been held in an opinion by the attorney-general that upon the filing of this certificate of incorporation the company is also liable to the payment of the one-eighth of one per cent organ- ization tax to the state treasurer. § 6. Payment of capital stock. — The capital stock of every such, corporation shall be paid in, one-half thereof within one year and the other half thereof within two years from its incorporation, or the cor- poration shall be dissolved, and the directors, within thirty days after the payment of the last install- ment of the capital stock, shall make a certificate of the amount of the capital stock so paid in, which shall be signed and sworn to by a majority of the directors and filed in the offices where the certifi- cates of incorporation are filed. The dissolution of any such corporation for any cause shall not take away or impair any remedy against it, its stock- holders or officers, for any liabilities incurred pre- vious to its dissolution. [§S 37, 38, chap. 611, Laws of 1875.] An agreement prior to incorporation may be made providing in what manner property shall be conveyed to the corporation and the price thereof, and will be sustained in the absence of evidence of an attempt to evade the statute or to defraud the public by placing a worthless stock on the market, or stock at an excessive price. (Lorillard v. Clyde, 86 N. Y., 384.) See, also, sections 41, 42 and 43 of "The Stock Corporation Law," pages 52, 53 and 54, ante, and notes thereunder. 308 THE BUSINESS CORPOEATION LAW. (No. 35.) [Copyright, 1S90, by Fbank White.] Form of Certificate of Full Payment of Capital Stock by s Business Corporation for filing pursuant to "The Business Corporation Law," Section 6. STATE OF NEW TORE, ] . ss. County of We, the undersigned constituting a majority of the directors of [insert name of company], do hereby certify, pursuant to "The Business Corporation Law," section 6, as follows, to wit: That said company is a corporation duly organized under the provisions of " The Business Corporation Law." 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. That the last installment thereof, to wit, the sum of dollars, was paid in on the day of , 189 . In witness whereof, we have made and signed this certificate in duplicate and have hereunto set our hands this day of ,189 . A B, C D, EF, • Directors. Y STATE OF NEW TOEK, County of A B, C D and E F, being severally duly sworn, do depose and say, and each for himself, deposes and says, that he is a director of [insert name of company] ; that said A B, C D and E F constitute a majority of the directors of such company; that he has read the foregoing certificate and knows the contents thereof and that the same is true. A B, C D, EF, Severally sworn to before me, this \ Directors. .... day of , 189 . J G H, Notary Public, County, N. Y. NoTBS.— As chapter 22, Laws of 1881, known as the recording act, has not been repealed it would seem that the above certificate should be both filed and THE BUSINESS COKPOEATION LAW. 309 recorded. The fee in the office of the secretary of state would not exceed forty-five cents, and the same amount would cover the county clerk's fees. For forms of certificate of full payment of capital stock of stock corporations nonorganized under this act, see No. U, page 72, and No. 21, page 214, ante. § 7. Liabilities of stockholders. — Every corpora- tion formed under this chapter may be or become a full liability corporation by inserting a statement in the certificate of incorporation, that the corporation thereby formed is intended to be a full liability cor- poration; and in case of an existing corporation, "which is not a full liability 'corporation, it may become such by filing in the oflSces where certificates of incorporation are required to be filed, a sup- plemental certificate stating that thereafter the corporation intends to be a full liability corporation, which certificate shall be executed and acknowledged by the president and treasurer of the corporation or by the board of directors, and shall have annexed thereto a copy of a resolution, adopted by a two- thirds vote of the board of directors, and the written consent of persons owning at least two-thirds of the stock of the corporation, authorizing and consenting to the change of the corporation to a full liability •corporation. If the corporation is formed as or becomes a full liability corporation all the stockhold- ers of the corporation shall be severally individually liable to its creditors for all its debts and liabilities, and maybe joined as defendants in any action against it. No execution shall issue against any stockholder individually until execution has been issued against the corporation and returned unsatisfied, and all the stockholders shall contribute a proportionate share, according to the numlDer of shares of stock owned by each, of the amount paid by any stockholder on a judgment recovered against him individually for a •debt of the corporation, and he may recover from the other stockholders in the corporation in a joint or several action the proper portion due by them and each of them, of the amount paid by him on any such judgment. If any corporation formed under 310 THE BUSINESS CORPORATION LAW. this chapter is not or does not become a full liability- corporation, the stockholders of the corporation shall be severally individually liable to its creditors to an amount equal to the amount of stock held by them respectively for all debts and contracts made by the corporation until the whole amount of its capital stock has been paid in, and until a certificate thereof has been made and filed as hereinbefore required, [§§ M, 35, 36, 37, chap. 611, LaWB of 1876.] Limited liability companies are not required to use the word limited under tliis act. (See Revisers' note, page 291, ante.) For references to decisions bearing on liabilities of stockholders, see Notes, page 72, a?ite. § 8. Extension of business. — Any corporation incorporated under this article, within one year from the date of its certificate of incorporation, may extend its business beyond that mentioned in its original certificate, providing the proposed extension of business shall be of the same general character as that stated in and which might have been properly included in the original certificate, by executing and filing as required for the original certificate, an amended certificate stating the extension of business proposed and that the same has been authorized by a vote of stockholders representing one-half the capital stock, at a meeting called and held, as pro- vided in section two, and a copy of the proceedings of such meeting, verified by the affidavit of at least three of the directors present thereat, shall be filed with such amended certificate. ■ [§ 39, Chap. 611, Laws of 1875.] § 9. Change of place of business.— Such corpora- tion may change its principal place of business by the consent of the stockholders owning two-thirds of the capital stock, by such stockholders executing^ acknowledging and filing in the manner required for the certificate of incorporation, a certificate speci- fying the names of the towns or cities from and to THE BUSINESS COEPOEATION LAW. 311 ■which its business location is to be changed, and signed by the president and two-thirds of the direc- tors, which certificate shall be published weekly in two papers in the towns or cities from and to which such business location has been removed for the period of three months, and if there are not two newspapers published in such towns or cities, then such publication shall be made in two papers pub- lished nearest to such towns or cities. [§ 31, chap. 611, Laws of 1875 ; § i, chap. 517, Laws of 1864.] (No. 36.) [Copyright. 1890, by Fbank White.] Form of Certificate of Ch&ngB of Principal Place of Business under "The Business Corporation Law," Section 9, STATE OF NEW YOEK, ) ^^ . County op j We, the Tindersigned, the president and two-thirds of the> directors of [insert corporate name of company^ and stockholders, owning two-thirds of the capital stock of such company, dO' hereby certify, pursuant to the provisions of "The Busineaa Corporation Law" (section 9), as follows: That we hereby consent to a change of the principal place of business of such company, from the city [or village] of „ in the county of , to the city [or milage] of , in the county of . That pursuant to such consent the principal place of business. of [insert name of company] aforesaid is hereby changed from the city [or village] of , in the county of , to the city [or village] of , in the county of In witness wheeeoi", we have signed and executed this con- sent and certificate in duplicate, and have hereunto set our hands this day of , 189 . [Signatures of the President, two-thirds of the Directors and stockholders owning two-thirds of the capital stock.] STATE OP NEW YORK, ) ^^ County of J On this day of 189 , before me personally came [insert the names of the persons signing the foregoing] to me 312 THE BUSINESS COEPORATION LAW. severally known, and tnown to me to be the persons described in and wbo made and signed the foregoing consent and certifi- cate, and severally acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. Notary Public, County, N. Y. I STATE OF NEW TOEK, ^ ^ . County op [Insert the names of the president and the directors executing the foregoing certificate] , being severally duly sworn, do depose and say, and each for himself, deposes and says, that said is the president of [insert name of corporation], and that said [insert names] are directors of such company and constitute two-thirds of the directors thereof ; that the persons who have subscribed the foregoing consent and certificate and acknowledged the execution thereof are stockholders in such corporation, owning in the aggregate at least two-thirds of the capital stock thereof. [Signatures of president and directors.] Severally sworn to before me, this 1 day of 189 . J Notary Public, i . . . County, N. Y. Notes. — The fee in the office of the secretary of state upon the above certifi- cate 13 fifteen cents per folio tor each 100 words contained therein. A like fee la payable at the county clerk's office. § 10. Taxation.— Every such corporation shall be taxed on all of its property, except real estate, in the town, city or village, where its principal business office is situated. (S 30, chap. 611, Laws of 1875.] A process of determining the value of personal property of a corpo- ration, for purposes of taxation, is to learn the real value of the capital stock, whether above or below par, and deduct from such valuation the assessed value of its real estate, together with all shares actually owned THE BUSINESS COEPOEATION LAW. 313 by such company of stock in other corporations which are taxable on their capital under the laws of this state, and the remainder will be the amount of the personal property subject to taxation. (People ex rel. Twenty- third Street R. R. Co. v. Commissioners, etc., 95 N. Y., 554; People ex rel. Panama R. R. Co. v. Commissioners, etc., 104 N. Y., 240.) The law does not prescribe how the actual value of the capital stock of a corporation is to be ascertained. That is left to the judgment of the assessors, and in appraising the actual value they have a right to resort to all the tests and measures of value which men ordinarily adopt for busi- ness purposes in estimating values of property. (People ex rel. Knicker- bocker Fire Ins. Co. v. Coleman, 107 IS^. Y., 541. See, also, People ex rel. Butchers' Hide & Melting Co. v. Asten, 100 N. Y., 597; People ex rel. Fairfield Chemical Co. v. Coleman, 115 N. Y., 178; Oswego Starch Factory v. Dilloway, 31 K. Y., 449; People v. "R^arren, 109 IST. Y., 576; People V. Board of Assessors, 92 N. Y., 430; Western Trans. Co. v. Scheu, 19 N. Y., 408; Union Steamb. Co. v. Buffalo, 82 N. Y., 351; Chesebrough Mfg. Co. V. Coleman, 44 Hun, 545; Peter Cooper's Glue Factory v. McMahon, 15 Abb. N. C, 314; People v. Assessors Olean, 15 State Rep., 461; People v. McLean, 80 X. Y., 254; People ex rel. Pacific M. S. S. Co. V. Comm'rs, 64 N. Y., 541; People v. Assessors, etc., 93 N. Y., 308; Hudson River Bridge Co. v. Patterson, 74 N. Y., 365; People v. Cassity, 46 N. Y., 46; People v. Comm'rs, 82 IST. Y., 459.) § 11. Place of business ; assessment. — No such cor- poration shall be deemed or taken to have a principal office or place for transacting its financial concerns, other than that at which its operations are carried on, unless within the month of May in each year, -.the president and treasurer, or a majority of the directors, shall execute under oath duplicate certificates stat- ing the amount of the then capital of the corpora- tion, the portion thereof not invested in real estate, that it has a principal office for transacting its finan- cial concerns in a county other than that in which its operations are carried on, and the town or city and county in which such financial office is situated, and that the president and treasurer and amajority of the directors are then actually residents of the town or city in which such financial office is then located and filing the same in the clerk's office of the county where the operations of the corporation are carried on, and in the clerk's office of the county in which such financial office shall be. And in case such duplicate certificates are so made and filed, then dO 314 THE BUSINESS CORPORATION LAW. during the year succeeding the first day of June next after such filing, the personal estate of such corpora- tion shall be assessed only in the town, city or ward named in such certificate as that in which such financial oflflce is situated. [§ 2, chap. 170, Laws of 1861,] § 12. May hold stock in certain corporations. — Any such corporation may hold stock in the capital of any corporation engaged in the business of mining, manufacturing or transporting such materials as are requisite in the prosecution of the business of such corporation so long as they shall furnish or transport such materials for the use of such corporation, and for two years thereafter and no longer ; and to hold stock in the capital of any corporation which shall use or manufacture materials mined or produced by such corporation ; and the directors shall have power to purchase such stock and to issue stock in pay- ment therefor to the amount of the value thereof, but not to increase the capital stock except in the manner provided by law. When any such corpora- tion 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 cor- poration, the same as if they were individually stock- holders therein. [§ 3, chap. 838, Laws of 1866, as amended br chap. 368, Laws of 1876.] A corporation has no implied right to subscribe for stock in other com- panies. (Nassau Banli v. Jones, 95 N. Y., 115.) § 13. Corporations may consolidate ; agreement therefor.— Any two or more corporations organized under the laws of this state for the purpose of carry- ing on any kind of business of the same or of a similar nature, which a corporation organized under this chapter might carry on, may consolidate such corpora- tions into a single corporation, as follows : The respec- tive boards of directors of such corporations may enter into and make an agreement, under their respective THE BUSINESS COEPOEATION LAW. 315 corporate seals, for the consolidation of such corpo- rations prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number of directors who shall manage its affairs, not less than five nor more than thirteen, the names and post-office address of the directors for the first year, the term of its exist- ance, not exceeding fifty years, the name of the town or towns, county or counties, in which its operations are to be carried on, the name of the town or city and county in this state in which its principal place of business is to be situated, the amount of its capital stock, which shall not be larger in amount than the fair aggregate value of the property, fran- chises and rights of such corporations, and the num- ber of shares into which the same is to be divided, the manner of distributing such capital stock among the holders thereof, and if such corporations, or either of them, shall have been organized for the purpose of carrying on any part of its business in any place out of this state, and such new corporation shall pro- pose to carry on any part of its business out of this state, the agreement shall so state, with such other particulars as they may deem necessary. [S 1, ehap. 960, Laws of 1867, as amended by chap. 374, Laws of 1877 ; S 1, chap. 367, Laws of 1881 ; § 1, ehap. 616, Laws of 1873.] § 14. Agreement to be submitted to stockholders; stock of those objecting appraised and paid for.— Such agreement shall be submitted to the stockhold- ers of each of such corporations, at a meeting thereof to be called upon notice of at least thirty days, specifying the time, place and object thereof, and addressed to each at their last known post-ofiice address, and deposited in the post-ofiice, postage prepaid, and published for at least three successive weeks in one of the newspapers in each of the coun- ties of this state in which either of such corporations shall have its place of business, and if such agree- ment shall be approved at each of such meetings of §16 THE BUSINESS CORPOEATION LAW. the reppective stockholders separately, by the vote by ballot of the stockholders owning at least two- thirds of the stock, the same shall be the agreement of such corporations; and a sworn copy of the pro- ceedings of such meetings, made by the secretaries thereof, respectively, and attached thereto, shall be presumptive evidence of the holding and action of such meetings. Such agreement and verified copy of proceedings of such meetings shall be made in dupli- cate, one of which shall be filed in the ofiice of the secretary of state, and the other in the office of the clerk of the county where the principal business office of the new corporation is to be situated in this state, and thereupon such corporations shall be merged into the new corporation specified in such agreements, to be known by the corporate name therein mentioned, and the provisions of such agree- ment shall be carried into effect as therein provided. If any stockholder, not voting in favor of such agreement to consolidate,' shall at such meeting, or within twenty days thereafter, object to such con- solidation and demand payment for his stock, such stockholder or such new corporation, if the consoli- dation takes efiect at any time thereafter, may at any time within sixty days after such meeting apply to the supreme court at any special term thereof held in the district in which any county is situated in which such new corporation may have its place of business, upon at least eight days notice to the new corporation, for the appointment of three persons to appraise the value of such stock and the court shall appoint three such appraisers, and designate the time and place of their first meeting, with such directions in regard to their proceedings, as shall be deemed proper, and also direct the manner in which payment for such stock shall be made to such stockholder. The court may fill any vacancy in the board of appraisers occurring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and THE BUSINESS COKPOEATION LAW. 317 place designated, and they or any two of them, after being duly sworn honestly and f aithfuUy'to discharge their duties, shall estimate and certify the value of such stock at the time of such dissent, and deliver one copy to such new corporation, and another to such stockholder if demanded; the charges and expenses of the appraisers shall be paid by the new corporation. When the new corporation shall have paid the amount of such appraisal, as directed by the court, such stockholder shall cease to have any inter- est in such stock and in the corporate property of such corporation, and such stock may be held or disposed of by such new corporation. r§§ 2, 3. chap. 367, Laws of 1884; §§ 2, 3, chap. 616, Laws of 1873.] A dissenting stockholder to whom an award has been made is entitled to interest upon the award only from the time of the filing of the appraisal, and not from the time of the dissent. (Trask v. Peekskill Plow Works, 6 Him, 236.) (No. 37.) [Copyrlglit, 1890, by Fbank White.] Form of Joint Agrreement for the Consolidation of Corporations under "The Business Corporation Law," Sections 13, 14 and 15. This joint agreement, made the day of , 189 , between the directors of [insert corporate name'] com- pany, party of the first part, and the directors of [insert cor- porate name] company, party of the second part, under the corporate seals of said companies, WITNESSETH: That [insert corporate name] company, said party of the first part, is a 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 company was formed]. That [insert corporate name] company, said party of the sec- ond part, is a corporation organized under the laws of the State of New York for the purpose of carrying on the business of [state obfects for which the company was formed]. That, in consideration of the mutual covenants and agree- ments herein contained, the said parties hereto, do hereby merge and consolidate such corporations into a single corpo- ration under and in pursuance of the laws of the State of 318 THE BUSINESS COKPOEA.TION LAW. New York, in such case made and proyided, and by these presents. They do heeebt 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 : First. That the name of the corporation hereby formed by said consolidation shall be [insert corporate namel company. Second. That the number of directors of said new corpora- tion hereby formed shall be [state exact number, not less thanfiix nor more than thirteen']. Third. That the names and post-office address of the direc- tors of such new corporation for the first year are as follows, to wit : Najnea of directors. Post-office address. 1 2 3 4 5 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 towm\, county [on" counties], in which the operations of such new corporation are to be carried on are [insert names]. Sixth. That the name of the town [or city] and county in this state in which the principal place of business of such new cor- poration is to be situated is the town [or cUy] of , in the county of Seventh. That the amount of the capital stock of such new corporation is to be [insert amount, which must not he larger than the fair aggregate value of the property, franchises and rights of such 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 : [Example given: The capital stock of each of the companies, parties hereto, shall he convertible into the capital stock of said new corporation hereby formed, share for share, and upon presentation and surrender of any THE BUSINESS CORPORATION LAW. 319 outstanding certificates of stock 'in either of said companies, parties hereto, certificates for like amounts of stock in said corporation shall be issxied to the holders thereof.} Tenth. [If the constituent companies, or either of them, shall have been organized for the purpose of carrying on any part of its busi- ness in any place out of this State, and such new corporation shall propose to carry on any part of its business out of this State, the agreement shall so state, with such other particulars as may be deemed necessary.] In testimony whereof, the said parties of tlie first and second parts have executed this 3?)int agreement in duplicate, and have hereunto set their respective signatures, and have caused to be hereto affixed the corporate seals of their respective companies, of which they are respectively the directors, the day and year first aforesaid. Directors of the Company. _r, „*.-, , President. L seaL J Attest: .Secretary. Directors of the Company. ) orate A ff f . ' P'''^^deni. °™'- ■' ■ , Secretary. 320 THE BUSINESS CORPOKATION LAW. • I ss.: State of New Tore, County op [Insert name of stcretary of Jirst-named constituent companyl being duly sworn, deposes and says, that he is the secretary of said [insert name of company] mentioned in the foregoing- agreement of consolidation and merger, dated 189 ; that he knows the corporate seal of said company; that the corporate seal affixed to said agreement is the corporate seal of said company, and was so affised by order of the board of directors of said company; that deponent is acquainted with [insert the name of the president], and knows him to be the presi- dent of said company; that he ia acquainted with the hand- writing of said [insert name of president], and that the signa- ture of [insert name of president! , subscribed to said agreement^ as president of said company, is in, the genuine handwriting of said [insert president's name], and was thereto subscribed by order of said board of directors; and the deponent subscribed his name thereto as such secretary, as aforesaid, by the like order of said board of directors. , Secretary^ Sworn to before me, this .... 1 day of ,189 . J Notary Public, Gounttj, N. T. [Prepare in the same form as above, proof of execution by the secretary of the other constituent company, and annex the same.] State or New Yoke, ] County of J On this. . . -day of , 189 , before me personally came [insert names of the directors of frst constituent company], directors of [insert name of company], to me severally known and known to me to be the persons who severally executed the foregoing agreement, and severally acknowledged to me that they executed the same for the uses and purposes therein expressed. Notary Public, County, N. Y. [Prepare in the same form as above, acknowledgment by directors of the other constituent company, and annex the so»ne. j THE BUSINESS CORPORATION LA.W. 321 I, [insert name of secretary of first-mentioned constituent com- pany] secretary of [insert name of company}, a corporation duly organized and existing under the laws of the State' of New York, do hereby certify under the corporate seal of said com- pany: 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 company] under the name of [insert name of mw corporation] company, as the corporate name of such new cor- poration, was submitted to the stockholders of said [insert name of first-mentioned constituent company], at a special meetT ing of such stockholders, called and held at the [insert place of meeting]. No 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 a notice, specifying the time, place and object of such meeting, was given by the said [insert name of first-mentioned constituent company] to each of the persona in whose name the capital stock of said com- pany, at the time of giving such notice, stood on the books thereof, by a written or printed notice addressed to each of such stockholders at his last known post-oflSce address, and deposited in the post- office, postage prepaid, at least thirty days before the time of holding such meeting, and that such notice, specifying the time, place and object of such meeting, was published for at least three successive weeks in the [insert flame of newspaper], a newspaper published in the city [or village] of , in the county of , in which county said [insert name of company] has its place of busi- ness; that at the aforesaid meeting of said stockholders the aforesaid annexed agreement of the directors of the said [insert name of company] was considered and a vote taken by ballot for the adoption or rejection of the same, in pursuance of and in conformity to 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 stockholders owning more than two-thirds of the stock (each share of stock entitling the holder thereof to one vote) were cast for the adop- tion of said agreement for consolidation, there having been cast for such adoption the votes of stockholders owning shares, and that said shares constitute more than two- 41 322 THE BUSINESS CORPORATION LAW. thirds of the capital stock of such corporation; that such agree- ment for consolidation was thereupon declared duly adopted. In witness whereof, I, [insert secretary's name], the said secre- tary of [insert name of first-mentioned constituent company] have hereunto certified the above facts upon the said agreement for consolidation and hereunto set my hand and affixed the corpo- rate seal of said [insert name of first-mentioned constituent com- pany], this . . , , day of , 189 . '•■ Secretary, Company. . f Corporate"! STATE OF NEW YORK, \ ^^ . County of 3 On this .... day of , 189 , before me, the under- signed, a notary public in and for said county, personally appeared [insert name of secretary], to me personally known to be the same person who signed the foregoing certificate as secretary of [insert name of company], and known to me to be such secretary, who, being by me duly sworn, did depose and say that he resides in the of , in said State of New York; that he was the secretary of said [insert name of company], and knew the corporate seal thereof, and that the aforesaid seal affixed to the said certificate was the corporate seal of said company, and was so affixed by order of the board of directors of said company and in accordance with the pro- visions of the statute in such case made and provided, and that he signed his name thereto by the like order and in pursuance of the said statute. In witness whereof, I have hereunto set my hand, the day and year above set forth. Notary Public, County, N. Y. [Prepare in the same form as above, the certificate of the secretary of the other constituent company, and annex the same.] Notes. — The fees payable at the office of the secretary of state upon the foregoing agreement for consolidation are ten dollars for filing, and a record- ing fee of fifteen cents per folio for each loo words contained therein. At the county clerk's office a fee of fifteen cents per folio for recording is to be paid. THE BUSINESS CORPOEATION LAW. 323 Iq addition to such tees the tax of one-eighth of one per cent upon the amount at which the new corporation Is capitalized must be paid to the state treasurer for the privilege of organization. See abstract of decision of gen- eral term of the supreme court in the notes on pages 142 and 143, ante. § 15. Povrers of consolidated corporations. — Such new corporation in addition to the general powers of corporations shall enjoy the rights, franchises and privileges possessed by each of the corporations so consolidated, subject to the restrictions, liabilities, duties and provisions contained in this article, so far as the same maybe applicable to the purposes for which it shall have been organized and expressed in the agreement for consolidation, and may prosecute or carry on any kind of business which each of the consolidating corporations was authorized by law to conduct. [§ 7, chap. 367, Laws of 1884.] § 16. Property, etc., transferred to new corpora- tions. — Upon such consolidation and organization of such new corporation, all and singular the rights, privileges, franchises and interests of every kind belonging to or enjoyed by the corporations so con- solidated, and every species of property, real, per- sonal and mixed, and things in action thereunto belonging, mentioned in such agreement of consol- idation, shall be deemed to be transferred and vested in, and may be enjoyed by, such new corporation, without any other deed or transfer; and such new corporation shall hold and enjoy the same, and all rights of property, privileges, franchises and interests in the same manner and to the same extent as if the several corporations so consolidated had continued to retain the title and transact the business of such corporations, and the title to real and personal estate and rights and privileges acquired and enjoyed by either of the corporations shall not revert or be impaired by such consolidation, or anything relating thereto. [§ 5, chap. 616, Laws of 1873. ] 324 THE BUSINESS CORPORATION LAW. § 17. Rights of creditors.— The rights of creditors, of any corporation that shall so be consolidated sliall not in any manner be impaired, nor any liability or obligation for the payment of any money due or to become due to any person or persons, or any claim or demand for any cause existing against any such corporation or against any stockholder thereof, be released or impaired by any such consolidation; but such new corporation shall succeed to and be held liable to pay and discharge all such debts and liabili- ties of each of the corporations consolidated in the same manner as if such new corporation had itself incurred the obligation or liability to pay such debt or damages; and the stockholders or the respective corporations consolidated shall continue, subject to all the liabilities, claims and demands existing against them as such, at or before the consolidation; and no action or proceeding then pending before any court or tribunal in which any corporation that may be £0 consolidated is a party, or in which any such stock- holder is a party, shall abate or be discontinued by reason of such consolidation, but may bo prosecuted to final judgment, as though no consolidation had been entered into ; or such new corporation may be substituted as a party in place of any corporation so consolidated, by order of the court in which such action or proceeding may be pending. [§ 6, chap. 616, LawB of 1873 ] § 18. District steam corporations; must supply steam; penalty; deposit may be required. — Any cor- poration now or hereafter incorporated for the pur- pose of supplying steam to consumers from a central station or stations through pipes laid in the public streets, shall be known as a district steam corpora- tion, and upon the application in writing of the owner or occupant of any building or premises, within one hundred feet of any street niain laid down by any such corporation, and payment by him of all money THE BUSINESS CORPORATION LAW. 325 due from him to it, such corporation shall supply- steam as may be required for heating such building or premises, notwithstanding there may bo rent or compensation in arrears for steam supplied, or for meter, pipe or fittings furnished to a former occupant thereof, unless such owner or occupant shall have undertaken or agreed with the former occupant to pay or to exonerate him from the payment of such arrears, and shall refuse or neglect to pay the same; and if, for the space of twenty days after such appli- cation, and the deposit, if required, of a reasonable sum to cover the cost of connection and two months' steam supply, the corporation shall refuse or neglect to supply steam as required, it shall forfeit to such applicant the sum of ten dollars and the further sum of five dollars for every day thereafter during which such refusal or neglect shall contirue; but no such corporation shall be required to lay a service pipe for the purpose of supplying steam to any applicant, where the ground in which such pipe is required to be laid shall be frozen, or otherwise present serious obstacles to laying the same ; nor unless the applicant, if required, shall deposit in advance with tne corpo- ration a sum of money suflScient to pay for two months' steam supply and the cost of the necessary connections and of the erection of a meter and such other special apparatus as are required for use in connection with such steam supply, nor unless the applicant shall provide the space and right of way necessary for the erection, maintenance and use of such connections and apparatus, and signify his assent in writing to the reasonable regulations of the corporation with reference to the supply of steam to consumers. (§8 1,2, chap. 619, Laws of 1885 ] § 19. Agent authorized to enter buildings and examine meter; penalty for interference. — Any such corporation may make an agreement with any 326 THE BUSINESS CORPORATION LAAV. of its customers, by which any of its oflBcers or agents shall be authorized at all reasonable times to enter any dwelling, store, building, room or place, supplied with steam by such corporation and occu- pied by such customer, for the purpose of inspecting and examining the meters, devices, pipes, fittings and appliances for supplying or regulating the sup- ply of steam, and for ascertaining the quantity of steam consumed, or the quantity of water resulting from the condensation of steam consumed. Every such agreement shall further provide that such offi- cer or agent shall exhibit his written authority if requested by the occupant of such dwelling, store, building, room or place. Any person who shall directly or indirectly prevent or hinder such officer or agent from entering such dwelling, store, building, room or place, or from making such inspection or examination, in violation of such agreement shall forfeit to the corporation the sum of twenty-five dollars for each offense. [§ i, chap. 263, Laws of 1880.] § 20. "When agent may enter and cut oflF steam. — If any person or persons, corporation or association supplied with steam by any such corporation, shall neglect or refuse to pay the rent or remuneration for such steam, or for the meter, device, pipes, fittings or appliances, let by such corporation for supplying steam, or for ascertaining the quantity of steam consumed, or the quantity of water resulting from the condensation of the steam consumed, agreed upon or due for the same, as required by his, their or its contract with such corporation, the latter may thereupon stop and jjrevent the steam from entering the premises of such person, persons, corporation or association, so neglecting or refusing to pay such re^t or remuneration, and may also in any case, in which a person is liable to pay a forfeiture, or to a fine or imprisonment, by reason of any act to or towards such corporation or its property for which. THE BUSINESS COEPORATION LAW. 327 such forfeiture, fine or penalty is imposed by law, stop and prevent the steam from entering the prem- ises of the person so liable, or if such person be an oflBeer or agent of any corporation or association, stop and prevent the steam from entering the prem- ises of such corporation or association. In all cases in which such corporation is authorized to stop and prevent the steam from entering any premises, it may, by its ofiicers, agents or workmen, enter into or on such premises between the hours of eight o'clock in the forenoon and six o'clock in the after- noon and cut off, disconnect, separate and carry away any meter,' device, pipe, fitting, or other property of the corporation ; and may cut off, disconnect and separate any meter, device, pipe or fittmg, whether the property of the corporation or not, from the mains or pipes of such corporation. [§ 5, chap. 263, Laws of 18S0, as amended by chap. 237, Laws of 1883.] §21. Laws repealed. — Of the laws enumerated in the schedule hereto annexed, that portion specified in tho last column is repealed. Such repeal shall not revive a law repealed by any law hereby repealed, but shall include all laws amendatory of tho laws hereby repealed. § 22. Saving clause.— The repeal of a law or any part of it specified in the annexed schedule shall not affect nor impair any act done, or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to May first, eighteen hundred and ninety-one, under or by virtue of any law so repealed, but the same may be asserted, enforced, prosecuted or inflicted, as fully and to the same extent, as if such law had not been repealed ; and all actions and proceedings civil or criminal, com- menced under or by virtue of the laws so repealed and pending on April thirty, eighteen hundred and ninety-one, may be prosecuted and defended to final effect, in the same manner as they might under tho 328 THE BUSINESS CORPORATION LAW. laws then existing, unless it shall be otherwise specially provided by law. § 23. Construction.— The provisions of this chapter, so far as they are substantially the same as those of laws existing on April thirty, eighteen hundred and ninety-one, shall be construed as a continuation of such laws, modified or amended according to the language employed in this chapter, and not as new enactments ; and references in laws not repealed to provisions of laws incorporated into this chapter and repealed shall be construed as applying to the pro- visions so incorporated ; and nothing in this chapter shall be construed to amend or repeal any provision of the Criminal or Penal Code. § 24. When to take effect.— This chapter shall take effect on May first, eighteen hundred and ninety-one. Schedule or Laws Repealed. Laws of Chapter SECTIONS. 1811 67 1 and 2. 1815 47 All. 1815 202 All. 181G 58 All. 1817 223 All. 1818 67 All. 1819 102 All. 1821 14 All. 1848 40 1 and 2. 1851 14 All. 1853 117 1 and 2. 1855 301 All. 1857 29 1 and 3. 1861 170 All. 1863 63 All. 1864 337 All. 1864 517 1. 1865 234 All. 1865 307 All. 1866 371 All. 1866 838 All. 1867 960 1, 2, 3, 5, 6 and 7. THE BUSINESS CORPORATION LAW. 329 Schedule of Laws Repealed — (Concluded). ■ Laws of Chapter SECTIONS. 1869 706 All. 1871 481 All. 1871 535 All. 1872 248 1, 2, 4, 5, 6 and 12. 1872 820 1, 2, 3, 5, 6, 7, 8, 11, 17 and 19. 1873 G16 1, 2, 3. 5 and 6. 1873 814 All. 1874 143 1,. 2, 12, 16, 17 and 18. 1875-. 88 All. 1875 113 All. 1875 365...... All. 1875 611 1, 3, 6, 7, 8, 9, 30 to 89 (both inclusive). 1878 334 All. 1880 85 All. 1880 241 All. 1880 263 All. 1881 351 All. 1881 472 All. 1881 650 All. 1882 273 1. 1882 309 AH. 1883 71 All. 1883 240 All. 1884 267 All. 1884 367 1, 2, 3. 5, 6 and 7. 1885 84 All. 1885 535 All. 1885 549 All. 1886...... 579 All. 1886...... 592 All. 1887 486 All. 1888 313 1. 1888 447..:... AIL 1889 57 All. 1889 519 All. 42 CONSOLIDATED SCHEDULE OF LAWS REPEALED. EDITOR'S NOTE. la the enactment of the revised corporation laws by the Legislature of 1890, a separate repealing clause and schedule of acts and parts of acts repealed was appended, respectively, to the General Corporation Law, the Stock Corporation Law, the Bailroad Law, the Transportation Corporations Law and the Business Corporation Law, as appears by reference to such laws, published complete in this volume. Each of such schedules includes the particular sections of the several statutes embodied in the provisions of the law to which the schedule is appended. As a matter of convenience to the profession it has been deemed advisable to prepare the consolidated schedule, which appears on the succeeding pages. It has been carefully arranged and the work verified so as to be accurate and reliable. This schedule enumerates all acts and parts of acts repealed by the revised corporation laws. CONSOLIDATED SCHEDULE OF LAWS REPEALED. BEVISED BTATUTE3. Laws of 1811, 1815. 1815 1816, 1817, 1818 1819 1821 1822 1836 1836 1838 1838 1838 1839 1842 1846 1846 1847 1847 1847 1847 1847 1847 1847 1847 1847 1848 1848 1848 1848 1848 1848 1849 1849 1850 1850 1851 1851 1851 1851 Part I, chapter 18. Chapter 67. 47. 202. 58. 223. 67. 102. 14. 213 284, 316 160 161 262 218 165 155 215 100 210 222 270 272 287 398 404 405 37 40 45 259 265 360 250 362 71 140 14:, 19 98 107 All. SECTIONS. All. All. All. All. AU. All. All. All. All. All. 1 and 2. 2 and 3. All. AU. 1. All. 1. 17, 18. 3,4. All. 1. 3 to 10, both inclusive. All. All. All. All. All. All. All. All. All. All. All. All. All. All. AIL All. All. All. All. 334 SCHEDULE OF LA.WS EEPEALED. Consolidated Schedule of Laws Repealed — {Contintied). Laws of Chapter SECTIONS. 1851 487 AU. 1851 497 228 All. 1852 . All. 1852 372 All. 1853 53 All. 1853 117 All. 1853 124 All. 1853 135 All. 1853 245 All. 1853 . . 333 All. 1853 395 All of § 6 to and including the wore . " trustees " in line 7. 1, 2, 4. 1853 471 481 All. 1853 502 626 3 All. All. 1854 All. 87 140 All. 1854 All. 1854 201 All. 1854 232 All. 269 282 4, 6. 1854 All. 312 All. 1855 300 All. 301 All. 1855 302 All. 425 ;.. First and last 1855 478 sentences of §5. All. 485 495 All. 1855 All. 1855 546 All. 1855 559 All. 1856 65 All. 1857 29 83 All. 1857 All. 1857 185 All. 1857 -. 202 All. 1857 262 AIL 444 All. SCHEDULE OF LAWS REPEALED. 33'5 Consolidated ScHEmuLB of Laws Repealed — {Continued). Laws of Chapter 1857. 1857. 1857. 1857. 1858. 1858. 1859. 1859. 1859. 1L60. 1860. 1860 1861. 1861. 1861. 1861. 1862. 1862. 1862. 1862. 1862. 1862. 1863. 1863. 1863. 1864. 1864. 1864. 1865. 1865. 1865. 1865. 1865. 1866. 1866. 1866. 1866. 1866. 1866. 1866. 1866. 1867. 1867. 1867. SECTIONS. 546 2 to 20. both 558 inclusive. All. 643 All. 776 6, 7, 8, 10 All. 125 209 311 All. All. All. 168 13. 116 All. 269 All. 523 All. 149 2, 4, h, 6, Y, 9. 170 All. 215 All. 238 All. 205 All. 248 425 438 449 472 All. All. 3,4 All. All. 63 All. 134 All. 346 All. 337 517 All. All. 582 All. 234 All. 246 All, 307 All. 691 All. 780 All. 73 All. 259 All. 322 AU. 371 All. 697 780..., All. All. 799 All. 838 . . All. 12. .o.. 49..... 248. o. All. All. All. 336 SCHEDULE OF LAWS EEPEAX.ED. Consolidated Schedule of Laws Kepealed — (Continued). Laws of Chapter SE0TION3. 1867 254 AIL 1867 419 480 509 AIL 1867 1867 AIL AIL 1867 515 1. 1867 775 906 AIL 1867 AIL 1867 937 960 AIL 1867 AIL 1867 971 First two sen- 1867 974 tences of 5, and 6, 7, 8. AIL 1868 253 All. 290 AIL 1868 573 AIL 781 234 237 All. 1869 All. AIL 1869 605 706 All. 1869 AIL 1869 844 All. 917 All. 1870 135 All. 1870 443 AIL 1870 568 All. 773 All. 1871 .- 95 All. 1871 . . 481 -. All. 1871 635 All. 1871 560 All. 1871 657 AIL 1871 669 697 All. 1871 All. 1871 883 All. 1872 '. 81 AIL 1872 128 All. 1872 146 248 All. AIL 1872 283 AIL 350 AIL 1872 374 AIL 1872 426 All. 1872 609 All. 1872 611 AU. SCHEDULE OP LAWS EEPBALED. 337 Consolidated Schedule of Laws Eepealed — (Gontinued). Laws of 1872.. 1872.. 1872.. 1872.. 1872.. 1873. 1873.. 1873.. 1873.. 1873.. 1873.. 1873.. 1873.. 1873.. 1873.. 1874.. 1874. . ■1874.. 1874., 1874., 1875., 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1875. 1876. 1876. 1876. 1876. 1876. Chapter 779.. 780.. 820.. 829,. 843.. 151.. 352.. 397.. 432 . 440.. 469.. 616.. 710.. 737.. 814.. 143.. 149.. 240.. 288., 430., 4., 58. 88. 108. 113. 119. 120. 159. 193. 256. 267. 319. 343. 365. 445. 510. 586. 598. 606. 611. 77. 135. 198. 358. 373. SECTIONS. All. All. All except 20. All. All. All. All. 4. 8, 9. All. All. All. All. All. All. All. AH. All. All. 2, 3, 4. All. All. All. All. All. All. All. All. All. All. All. 5,10. All. 8. All. All. All. All. All. All. AH. All. All. All. All. All. 43 338 SCHEDULE OF LAWS EEPEALED. CossoLiDATED ScHED0LE OF Liws REPEALED — {Continued). Laws of Chapter SECTIONS. 1876 415 All. 1876 435 All. 1876 446 All. 1877 103 All. 1877 158 All. 1877 164 All. 1877 171 All. 1877 228 3. 4, 5, 6. 1877 374 All. 1878 121 All. 1878 163 All. 1878 203 All. 1878 261 All. 1878 264 All. 1878 316 All. 1878 334 All. 394 AH. 1879 214 All. 253 All. 1879 290 All 293 All, 1879 350 All. 1879 377 All. 1879 393 All. 1879 395 All. 1879 413 All. 1879 415 All. 1879 441 All. 503 505 All. 1879 All. 1879 512 All. 1879 541 All. 1880 5 All. 1880 85 All. 1880 90 All. 1880 94 All. 113 All. 1880 133 All. 18'80 155 All. 1880 182 . All. 1880 187 All. 1880 223 AIL 1880 225 All. 1880 241 All. 1880 254 All. SCHEDULE OF LA.WS REPEALED. 339 Consolidated Schedule of Laws Repealed — {Continued). LawB of Chapter SECTIONS. 1880 263 All. 1880 267 All. 1880 349 All. 1880 415 All. 1880 417 All. 1880 484 All. 1880 510 , All. 1880 575 All. 1880 582 All. 1880 583 'All. 1881 22 All. 1881 58 All. 1881 77 All. 1881 117 All. 1881 148 All. 1881 213 All. 232 All. 1881 295 All. 296 311 All. 1881 All. 313 L All. 1881 321 : All. 337 All. 1881 338 351 399 All. All. 1881 . All. 422 All. 1881 464 All. 468 All. 1881 470 472 All. All. 1881 485 551 All. All. 1881 589 All. 1881 599 649 1. 1881 All. 650 All. 1881 674 All. 1881 685 ... 73 All. 1882 All. 1882 1882 82 All. 140 All. 273 289 All. 1882 All. 290 All. 340 SCHEDULE OF LAWS EEPEALED. Consolidated Schedule of Laws Repealed — ( Continued). Laws of Chapter SECTIONS. 1882 306 309 349 All. 1882 All 1882 . . All. 1882 853 All. 1882 393 All. 1882 405 46 AI.. 1883 All. 1883 71 All. 1883 102 All. 1883 216 All. 1883 232 All. 1883 237 All. 1883 238 240 All. 1883 All. 287 All. 1883 323 All. 361 381 All. 1883 All. 382 All. 1883 384.... 386 All. All. 1883 387 All. 388 All. 1883 409 482 All. 1883 All. 1883 483 All. 497 All. 1884 140 All. 1884 193 All. 1884 208 All. 223 All. 1884 252 All. 267 All. 1884 367 386 All. 1884 All. 1884 397 All. 1884 421 All. 1884 422 All. 439 All. 1884 441 All. 444 AIL 1885 84 127 141 All. 1885 All. 1885 All. 1885 153 All. SCHEDULE OF LA.WS EEPEALED. 341 Consolidated Schedule op Laws Repealed — {Continued). Laws of 1885. 1885. 1885. 1885. 1885. 1885. 1885. 1885. 1885. 1885. 1885. 1886. 1886. 1886. 1886. 1886. 1886. 1886. 1886. 1886. 1886. 1886. 1886. 1886, 1886. 1886. 1886. 1886. 1886. 1887. 1887. 1887. 1887. 1887. 1887. 1887. 1887. 1888. 1888. 1888. 1888. 1888. 1888. 1888. 1888. Chapter SECTIONS. 171 All. 305 All. 369 AU. 422 All. 423 All. 489 All. 498 AU. 505 4. 535 All. • 540 All. 549 All 65 1. 182 236 All. 6, 8, 9. 248 All. 271 All. 321 322 All. All. 403 All. 415 All. 509 All. 551 All. 579 All. 586 592 All. All. 601 All. 605 All. 634 All. 642 All. 317 6. 450 All. 486 All. 501 3. 536 All. 570 AIL 616 All. 724 All. 189 All. 293 3, 4, 7. 306 313 All. All. 359 All. 391 5. 394 All. 447 All. 342 SCHEDULE OF LAWS REPEALED. Consolidated Schedule of Laws Eepealed — {Concluded). Laws of Chapter SECTIONS. 1888 462 All. 1888 513 AH. 1888 514 All. 1888 549 All. 1888 560 All. 1889 57 All. 1889 76 All. 1889 78 All. 1889 236 All. 1889 242 All. 1889 281 All. 1889 332 All. 1889 369 All. 1889 426 519 All. 1889 All. 1889 531 All. 1889 532 All. 1889 564 All. 1890 23 All. 1890 98 All. 119 All. 1890 193 All. 292 421 All. 1890 All. 1890 483 All. 1890 508 All. 1890 543 All. The Rapid Transit Act. EDITOR'S NOTE. The Legislature of 1891 enacted a railroad law entitled "An act to provide for rapid transit railways in cities of over one million inhabitants." This act does not repeal or in any manner affect the provisions of the general railroad act of 1890, chapter 565, known as the raUroad law, except so far as relates to the appointment of commissioners to fix, determine or locate 3 route or routes for rapid transit railways in cities containing more than one million inhabitants. It is in other respects an independent enactment, complete in all its details and will probably be of interest only to the people of New Tork city, and possibly of Brooklyn. It is, therefore, given a place in this volume by itself and is not referred to in the general index. THE RAPID TRANSIT ACT, Chapter 4. An Act to provide for rapid transit railways in cities of over one million inhabitants. Appboybd by the Governor January 31, 1891. Passed, three-flf ths being present. The People of the State of New. York, represented in Senate and Assembly, do enact as follows : Commissioners of rapid transit ; appointments ; vacancies. Section 1. In cities having over one million of inhabitants, according to the last preceding national or state census, where rapid transit commissioners shall have been appointed since the first day of December, eighteen hundred and ninety under the provisions of chapter six hundred and six of the laws of eighteen hundred and seventy-five, and the amend- ments thereto, by the mayor of any such city, said commissioners shall become commissioners of rapid transit under the provisions of this act. If no such commissioners have been appointed since the first day of December, eighteen hundred and ninety, and the date of the passage of this act in any city in this state containing a population of over one million inhabitants, according to the last preceding national or state census, then the mayor of such city may at any time after the passage of this act, appoint five persons who shall be residents of such city, who shall be commissioners of rapid transit under the provi- sions of this act. The commissioners thus appointed are hereby constituted a board of rapid transit rail- road commissioners, in and for the city in which they are appointed. They shall have and exercise the 348 THE EAPID TEANSIT ACT. specific authority and powers hereinafter conferred, and also such other and necessary powers as may be requisite to the eflScient performance of the duties imposed upon the said board by this act. If a vacancy shall at any time occur in any such board of rapid transit railroad commissioners, such vacancy shall be filled by the mayor of the city in which said board exists, by the appointment of a citizen of said city, who shall belong to the same political party as did the commissioner whom such appointee succeeds. Oath, of commissioners. § 2. Within twenty days after the passage of this act. in the case of commissioners who become such by its terms, and within twenty days after their appoint- ment in the case of commissioners appointed under its provisions, each of the said commissioners shall take and subscribe an oath faithfully to perform the duties of his office, which oath shall be filed in the office of the clerk of the county within which said board is appointed. Organization of board; quorum. § 3. Within thirty days after the passage of this act, in the case of commissioners who become such by its terms, and within twenty days after their appointment, in the case of commissioners appointed under its provisions, the said commissioners shall meet and organize as a board. The board when so organized, may frame and adopt by-laws not incon- sistent with this act, and establish suitable rules and regulations for the proper exercise of the powers and duties hereby conferred and imposed, and may from time to time amend the same. Four members of the board shall constitute a quorum for the transaction of business, but a less number may adjourn meetings. The said board shall adopt a seal and keep a record of its proceedings, which shall be a public record and be open to inspection at all reasonable times. THE EAPID TRANSIT ACT. 349 Board to determine necessity of railways; plan of construction and routes; proviso as to consents; parks and certain streets excepted. § 4, The said board upon its own motion may pro- ceed, from time to time, to consider and determine whether it is for the interest of the public and of the city in which it is appointed, that a rapid transit railway or railways for the conveyance and trans- portation of persons and property should be estab- lished therein, and upon the request in writing of the local authorities of any such city at any time, the said board shall proceed forthwith to consider and determine the same questions, and in each case the said board shall conduct such an inquest and investi- gation as may be deemed necessary in the premises. If, after such consideration and inquest, the said board shall determine that a rapid transit railway or railways, in addition to any already existing, are necessary for the interest of the public and such city, it shall proceed to determine and establish the route or routes thereof and the general plan of construction. Such general plan 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, *and the concurrent votes of at least four, members of the board shall be necessary for the purpose of determining and establishing such route or routes and plan of construction. The said board, from time to time, may locate the route or routes of such railway or railways over, under, upon, through and across any streets, avenues and lands within such, city, including blocks between streets or avenues or, partly over, under, upon, through and across any streets, avenues and lands within such city and partly through blocks between streets or avenues ;, provided that the consent of the owners of one-half in value of the property bounded on and the consent 350 THE EA.PID TRA.NSIT ACT. also of the local authorities having control of that portion of a street or highway upon which it is pro- posed to construct or operate such railway or rail- ways be first obtained, or in case the consent of such property owners cannot be obtained, that the deter- mination of three commissioners appointed by the general term of the supreme court in the district of the proposed construction, given after 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 Gr&,nd, 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 Wash- ington avenue in said city lying between Park and Atlantic avenues, nor DeBevoise place, Irv- ing place and Leffert's place, Lee avenue, Nostrand avenue, "Waverly avenue, Vandejrbilt avenue and Clinton avenue in said city of Brooklyn, nor that portion of the city of Buffalo lying between Michi- gan 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 provisions 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 commis- sioners to locate the route of a railway or railways, by txmnel under any such public parks, lands or THE EAPID TRANSIT ACT. 351 places 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 struc- ture in the city of New York or across any 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. Nothing in this act shall authorize the construction of an elevated rail- way 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, Nassau street. Printing House square, so called, south of Frankfort street, Park Row, south of Tryon Row; Broad street and "Wall street. 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 con- struction of said railway or railways, the said board shall transmit to the common council of said city a copy of said plans and conclusions as adopted. It shall be the duty of such common council upcn^ 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, proceed 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 352 THE RAPID TRANSIT ACT. 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 construction of a railway or railways in accordance therewith. Upon the adop- tion of such resolution, 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 of 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 exclusive control of any street, road, highway or avenue which is to be used or occupied by any railway or railways constructed under the provisions of this act, is by law vested in any local authority other than the commc-n council of such city, the approval of the aforesaid plans and conclusions and the consent 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 said common council and with like effect. Upon obtaining the approval and consent of the local authorities, as above pro- vided, the said board of rapid transit railroad com- missioners shall take the necessary steps to obtain, if possible, the said consents of the property owners along the line of the said route or routes. F6r the purposes of this act the value of the property bounded on that portion of any street or highway m, upon, over or under which it is proposed to construct or oper- ate 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 author- ities shall have given their consent as above provided. If such consents of property owners can not be THE RAPID TEANSIT ACT. 353 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 constructed for the appointment of three commis- sioners to determine and report after due hearing whether such railway ought to be constructed and operated. Two weeks' notice of such application shall be given by daily publication thereof in six daily newspapers published m the city where such proposed railway is to be constructed, if there be so many newspapers published in said city, and if not then in all the daily newspapers published in said city. The newspapers in which said publication 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 com- missioners, 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 timo until all their business is completed. Vacancies in such commission may be filled by said general term after such notice to persons inter- ested 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 determine after public hearing of all parties interested whether such railroad ought to be con- structed 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 lieu of the consent of the property owners above mentioned. 45 354 THE RAPID TRANSIT ACT. 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. Detailed plans; subways for pipes and wires. § 6. When the consents of the local authorities and the property o:wners, or in lieu thereof, the author- ization of the said supreme court upon the report of commissioners, shall have been obtained, the board of rapid transit railroad commissioners shall at once proceed to prepare detailed plans and specifications for the construction of such rapid transit railway or railways, including all devices and appurtenances deemed by it necessary to secure the greatest efficiency, public convenience and safety, including plans and specifications for suitable support, turn- outs, switches, sidings, connections, landing places, buildings, platforms, stairways, elevators, telegraph 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 require- ments, 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 proper to be placed under ground, whenever necessary so to do in order to permit of the proper construction of any railway herein provided for in accordance with the plans and specifications of the said board. Whenever the con- struction 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 construction at such points shall be conducted in the city of New York, in accordance with the reasonable requirements and under the supervision of the commissioner of public works, and in other cities in accordance with the reasonable THE EAPID TRANSIT ACT. 355 requirements and under the surjervision of the officer or local authority having the care of and the jurisdic- tion or control over such subsurface structures so interfered witli, disturbed or endangered. All expenses incidental to such supervision and to the ■work of reconstracting, readjusting and supporting any such sewer, water pipe, gas pipe or other duly authorized subsurface structure shall be borne and paid by the company constructing any such railway, depressed way, subway or tunnel. Public sale of fraucMse ; terms and conditions ; forfeiture and resale thereunder. § 7. The said board after having secured the neces- sary consents and after having prepared such detailed plans and specifications as are by this act provided for, 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 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 whicn the railway or railways are to be constructed. The advertisement of sale shall contain only so much of the said terms, plans and specifica- tions for the construction as the board may think proper, but such advertisement must state at what place the full terms, plans and specifications may bef examined, and they shall be subject to examination under such reasonable rules and regulations as the board may prescribe. The terms of sale shall pro- vide 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 356 THE RAPID TRANSIT ACT. 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 t^ransit railroad com- missioners. Such engineer or engineers shall hold their office at the pleasure of the said board. The terms of sale shall reciuire 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 there- under 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 franchises 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 cer- tificate being made and filed by said board with the public officer with whom such deposit shall have been, made, that said bid and all rights which may have been acquired thereunder have become null and void and of no effect; and said rights, privileges and fran-r 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 the construction 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 thereafter to be specified therein and may prescribe the time within which portions of the same shall b© begun and finished. The said terms of sale may THE EA.PID TRANSIT ACT. 357 reserve to the board the power to extend the times for the commencement and completion of the con- struction 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 constructing said railway shall fail to begin or finish the construc- tion within the times for those purposes respec- tively limited, all rights, privileges and franchises of such corporation to maintain and operate said railway shall be forfeited, and upon such forfeiture being adjudged by the court in a suit brought for that pur- pose in the name of the people, 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 constructed by such corpora- tion; 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 corpora- tion. 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 percentage to be paid iu cash by the sub- scribers on subscribing for such shares, the maximum amount of the bonded indebtedness which such cor- poration be authorized to incur, and which may be secured by mortgage upon its property and franchises, and the maximum rates of fares and freight which 358 THE RAPID TRANSIT ACT. such corporation may charge and collect for tiio carriage of persons and property. 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 advantageous to the public and such city; and no bid shall be accepted with- out the concurrent vote of four 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. Kesale of franchise after expiration of term ; existing^ corpora- tion may purchase, or new one may be formed. § 8. Within one year, and not less than six months, prior to the expiration of any term for which such rights, privileges and franchises shall have been sold, said board shall proceed to resell the right to main- tain 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 pro- visions for securing to the corporation then operating such railway or railways suitable compensation for the railroad structure and appurtenances, and for any other property, real or personal, which the said cor- poration may own or of which it may be vested at THE RAPID TRANSIT ACT. 359 the expiration of the term for which such rights, privileges andfranchises were sold. Any corporation theretofore organized under the provisions of this act may be a purchaser on such resale ; but if no such cor- poration be the purchaser, a new corporation shall be formed to maintain and operate said road' in the manner prescribed for the organization of a corpora- lion on the original sale, except that the plans and specifications according 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 and assistance for board. § 9. The said board, by the concurrent vote of four members thereof may rent such offices and employ such engineers, attorneys and other persons, from time to tiitne, as it may. in its discretion, deem neces' eary to the proper performance by it of its duties as in this act prescribed. Appropriations for board, audit and payment thereof ; repayment of expenses ; 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 purposes oi the city government in any city in which, it is pro- posed, to construct, such railway or railways, shall, from time to time, on requisition duly made by the board of rapid transit railroad commissioners, appro- priate such sum or sums of money as may be requisite and necessary to prcfperly enable it to do and perform or cause io be done and performed the duties herein prescribed. 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 aDDortionment, or such other board 360 THE RAPID TEINSIT ACT. 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 gen- eral term of the supreme court, in the department in which the railway is to be or has been constructed, on notice to the board of estimate and apportion- ment or such other board or public body aforesaid, to determine what amount shall be appropriated for the purposes required by this section, and the decision of said general term shall be final and conclusive. And no city shall be liable for any indebtedness incurred by the said board of rapid transit rail- road commissioners in excess of such appropria- tion 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 expenditures of said commis- sioners upon vouchers therefor, to be furnished by the said commissioners, which payments shall be made in like manner as payments are now made by the auditor, comptroller or other ijublic oflBcers of claims against and demands upon such city ; and for the purpose of providing funds with which to pay the said sums, the comptroller 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 payments in this section required to be made. And the amount necessary to pay the principal and inter- est 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 appropriations are made. All expenses of the said board of rapid transit railroad commissioners so incurred and paid by any city as in this section provided, and for which any city shall be liable, shall be repaid with interest by the bidder or THE EAPID TRANSIT ACT. 36i bidders at the public sale of the rights, privileges and franchises as in this act provided, whose bid shall be accepted by the board of rapid transit railroad com- inissioners, and the terms of such sale shall specify the time when such payment shall be made, as well as the amount thereof. The commissioners shall be paid a reasonable compensation for the duties per- formed by them in relation to each railway located by them 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 the railway is to be located, upon application by the board of rapid transit rail- road commissioners after notice to the mayor of the city in which the railway is be built. The amount of such compensation shall be stated in the terms of sale and shall be paid by the purchaser. 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 arti- cles shall set forth the name of the proposed cor- poration 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 speci- fications must be made a part of said articles, annexed thereto and filed therewith. The said arti- cles 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 46 362 THE RAPID TRANSIT ACT. the concurrent vote of four 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 asso- ciation shall have been so made, approved and filed, the board of rapid transit railroad commissioners shall cause books oi 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 subscriptions will bo received ; and when the full amount of such capital 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, in 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- scriber a notice of such meeting at least ten daya 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 railroad commissioners shall, if they elect to become sub- scribers to the capital stock of such corporation, be entitled to a preference for themselves and their asso- ciates in subscribing for, and in the allotment of the shares of capital stock of such corporation. Election of first directors ; by-laws. § 12. At such meeting of subscribers thirteen direc- tors 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 cor- poration, and the board of rapid transit railroad THE EAPID TEANSIT ACT. Sfcig commissioners shall appoint the inspectors of the first election. Each share of stock shall entitle the holder to one vote for each director. The direc- tors so selected shall hold oflfice 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 oflSce 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 juay 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 meet- ings 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. Hecord of proceedmg:s ; certificate of organization ; filing thereof. § 13. Within ten days after the said subscribers' meeting a record of the proceedings thereof, contain- ing a copy of the subscription list, a copy of the by-laws adopted, and the names of the directors chosen, shall be prepared and duly certified by the 364 THE RAPID TEANSIT ACT. person presiding over, and person acting as secre- tary of said meeting. There shall be attached thereto a certificate of the board of rapid transit railroad commissioners, attested by its seal and the signa- ture 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 corporation, 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 pre- sumptive evidence of the due organization of such corporation in all courts and proceedings. Upon the production of thie certified copy of said certificate, and upon the order of such corporation, the bank or trust company in which the percentage of subscrip- tions to the capital stock shall have been deposited, shall pay over to any such corporation 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; cortificate thereof, filing of such certificate. § 14. The said board of rapid transit railroad com- missioners, 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 four THE RiPID TRA.NSIT ACT. 365 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 incon- sistent -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 vote of two-thirds of the 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 trans- acted at said meeting. When such authorization by the board of rapid transit railroad commissioners 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 i' 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 as modified. 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 organiza- tion. 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 tho 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. ■ Principal office ; taxation. § 15. Every corporation organized under this act shall have its principal office and be taxed on its. 36 G THE RAPID TRANSIT ACT. property in the city where its railway or railways are situated. Directors, election of ; vacancies, qualifications ; exhibition of books. § 16. The affairs of said corporation shall be man- aged 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 stockholder 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 manner as shall be prescribed by the by-laws of the corporation. No person shall be a director unless he shall be a stockholder owning 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 elec- tion of directors the books and papers of such corporation shall be exhibited to the meeting, pro- vided 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 subscribed 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. Iiiability of stockholders; notice. § 18. Each stockholder of any corporation formed under this act shall be individually liable to the cred- itors 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 THE RA.PID TEiNSIT ACT. 367 shall havo been paid to the corporation ; and all the stockholders oi' any such corporation shall bo jointly and severally liable for the debts due or owing to any of its laborers and servants, other than contract- ors, for personal services, for thirty days' service performed for such corporation, but shall not be liable to an action therefor before an execution 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 stockholder 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 execution 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 manner prescribed by the by-laws of the company, but no share shall be trans- ferable 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 four members thereof. Such increase or reduction must be approved by a vote in person, or 368 THE EAPID TRANSIT ACT. by proxy, of two-thirds in amount of all the stock- holders of the corporation, at a meeting of such stockholders called by the directors of the corpora- tion for that purpose, by a notice in writing to each stockholder, to be served on him in the manner pro- vided for service of the notice of the subscribers' meetings provided for in section eleven of this act. Such notice shall state the lime 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 reduction shall bo signed by the president and a majority of the direct- ors, 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. Liability of holders of stock in a representative capacity. § 21. No person holding stock in any such corpora- tion, as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as a stock- holder of such corporation; but the person pledging such stock shall be considered as holaing 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. Ijiability of corporation to employes of contractors ; notico required to create sucli liability. § 22. As often as any contractor for the construc- tion of any part of a railway, which is in progress of construction under the provisions of this act, shall THE EAPID TRANSIT ACT. 369 be indebted to any laborer for thirty or any less number of days' labor performed in constructing said road, such laborer may give notice of such indebted- ness to said corporation in the manner herein pro- vided ; 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 corporation 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 per- formed 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 superintendent employed by such corporation having charge of the section of the road on which such labor was performed personally, or by leaving the same at the oflBce 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. Beal estate necessary for such, corporation ; h.ow 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 construct, main- tain and operate the said railway, or railways, and such as maybe necessary for stations, depots, engine- house, car-houses, machine-shops, and other appur- tenances specified in the articles of association; and in ease 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 47 g70 THE RAPID TRANSIT ACT. chapter twenty-three of the Code of Civil Procedure, known as the condemnation law. Powers; compensation.; transportation of persons and property ; entry upon streets, etc. ; construction and maintenance of road ; excavations ; parks and streets, use or occupancy of; right to borrow money and issue bonds. § 24. Every corporation formed under this act shall have power : 1. Totake and hold such voluntary grants of real estate and other property as shall be made to it, to aid in the construction, maintenance and accommo- dation 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, hold and use all such real estate and other property as may be necessary for the con- struction and maintenance of its railway or railways and the stations and other accommodations neces- sary to accomplish the objects of its incorporation ; but nothing herein contained shall be held as repeal- ing or in any way affecting the act entitled "An act authorizing the construction of railroads upon Indian lands," passed May twelve, eighteen hundred and thirty -six. 3. To cross, intersect, join and unite its railway or railways with any other railway before constructed at any point on its route, and upon the grounds of such other railway company, with the necessary turn- cuts, sidings and switches and other conveniences in furtherance of the objects of its connections. And every corporation whose railway is or shall be here- after intersected by any new railway shall unite with the owners of such new railway in forming such intersections and connections, and grant the facilities aforesaid ; and if the two corporations can not agree upon the amount of compensation to be made there- for the same shall be ascertained and determined by commissioners to be appointed by the court, in the manner provided in this act in. respect to acquiring THE EA.PID TRA^'SIT ACT. 371 title to real estate. And if the two corporations can not agree upon the points and manner of such cross- ings and connections, the board of rapid transit railroad commissioners shall determine the same on the application 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 commis- sioners, 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 rail- ways upon the route or routes and to the points decided upon, and to secure the necessary founda- tions and erect the columns, piers and other structures which may be required to secure safety and stability in the construction and maintenance of the railways constructed upon the 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 railway now in actual operation at the grade thereof, or the erection of piers or supports for any elevated railway upon a railway track now actually in use in any street or avenue ; 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 372 THE RAPID TEANSIT ACT. cases the use of the streets, avenues, places and landa designated by the said board, and the right of way- through the same, for the purpose of a railway or rail- ways, as herein authorized 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 corporation 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 railroad, and to issue and dispose of their bonds for any amount so bor- rowed, but the amount of such bonds outstanding at any one time shall not exceed the amount limited by the articles of association. 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 pas- sengers, 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 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 passenger, his baggage or property. Carrying of mails; extra trains- therefor. § 26. Any such corporation shall, when applied to by the postmaster-general, convey the mails of the THE RAPID TRANSIT ACT. 373 United States on their road or roads respectively ; and in case the parties can not agree as to the rate of transportation 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 deter- mine and fix the prices, terms and conditions afore- said; but suoh 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-ofiice 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 compensation for the expenses and wear and tear thereof, and for the service to be fixed as aforesaid. Ejection of passeng'er refusing to pay fare. § 27. If any passenger shall refuse to pay his fare, it shall be lawful for the conductor of the train and the servants of the corporation to put him and his baggage out of the cars, using no unnecessary 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 accommodations for the trans- portation 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 railroads, and at usual stopping places established for receiving and discharging way passengers and freight for that train; and shall take. 374 THE KAPID TRANSIT ACT. transport and discharge such passengers and property at, from and to such places, on the duo 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. Intoxication of employes. § 29. If any person shall, while in charge of a loco- motive 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 any railway corporation, or any engine, machine or structure, or any matter or thing appertaining 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 said corporation treble the amount of damages sustaiiied in consequence of such offense. Dissolution by Liegislature. § 31. The legislature may, at any time, annul or dis- solve any corporation formed under this act ; but such dissolution shall not take away or impair any remedy given against any such corporation, its stock- holders or officers, for any liability which shall have been previously incurred. Extension of route ; terminal and other facilities ; plans ; com- pensation ; consents, how obtained. § 82. The said board of rapid transit railroad commis- sioners may also from time to time, upon application of any railway corporation owning or actually oper- ating a railroad wholly or in part within the limits of any city in which the saiJ board has power to act, if in the judgment of said board the public interests so THE RAPID TRANSIT ACT. 375 demand, by the concurrent vote of all the members of said board, fix and determine the route or routes by which any such railway company may connect with other steam railways, or the stations thereof, or with steam ferries, or may extend its lines within said city and naay authorize any such railway company to lay an additional track or tracks on, above, under or contiguous to a portion or the whole of the route or routes of its rail- way or railways within said city and to acquire terminal or other facilities necessary for the accom- modation 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 the said board shall fix and determine the locations and plans of construction of the railways upon such route or routes and of such tracts and facilities, the times within which they shall be respectively constructed, the compensation to be made therefor to the city by said railway company, and such other term&, condi- tions and requirements as to the said board may appear just and proper. A certificate shall be pre- pared by the said board, attested by its seal and the signatures of its presiding officer, setting forth in detail the action taken by the said board with respect to such connecting or extended route or routes and such tracks and facilities, and the terms, conditions and requirements aforesaid. Such certificates shall be delivered to said railway corporation upon the receipt by said board of a written acceptance of said terms, conditions and requirements, duly executed by said railway corporation, 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 copy thereof shall be filed in the office of the clerk of the county in which the railways of said railway corporation are situated, and thereupon, and upon fulfillment by such railway corporation, so far as it relates to such connections, additional track or 376 THE EAPID TRANSIT ACT. 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 fulfillment by- such railway corporation of such other terms, condi- tions 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 railway company shall in such cases possess in addi- tion to existing franchises all the powers conferred by this act upon corporations specially formed there- under, 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, shall be so fixed and determined, and a certificate as aforesaid shall have been duly filed, such railway company may construct the same with all the rights, and with like effect as though the same had been a part of the original route of its railway then in actual o'peration. But the construction and operation of such connections, extensions, additional track or tracks, or facilities, are hereby authorized only upon the condition that the consentof the own- ers 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, or in case the consent of such property owners can not be obtained, the general term of the supreme court in the district in which they are proposed to be constructed, may, upon application, in the same manner and on the same notice specified in section five of this act, appoint three commis- sioners, who shall determine after a hearing of all parties interested, whether the same 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 EA.PID TEANSIT ACT. 377 Semoval and restoration of tracks of other railways; compen- sation for damages caused thereby. § 33. Wherever 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, any corporation organized under this act is hereby authorized for the purpose of constructing the said work, to remove the track or tracks of any such surface railway or railways, 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, and upon the construction of such railway built under and in conformity with the provis- ions of this act, where such removals or changes have been made, the same shall be restored, as nearly as may be, to the condition in which they were previous to any construction of such railway built under the provisions of this act, and any damage which such company or companies may sustain, shall be ascertained by a commission to be appointed 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. All such removals and restorations shall be made at the proper cost and charge of such corporation as may have entered upon the occupancy of such street or streets. Nothing contained in this act shall authorize any corporation formed thereunder to use the tracks of any horse railway. Construction of act. § 31 This act shall not be construed to repeal or in finy manner affect chapter six hundred and six of the laws of eighteen hundred and seventy-five, entitled "An act to further provide for the construc- tion and operation of a steam railway or railways in the counties of this state," or the acts amendatory 48 378 THE EA.PID TEA.NSIT ACT. thereof or supplementary thereto, or article five of chapter five hundred and sixty-five of the laws of eighteen hundred and ninety, known as the railroad law, except so far as the said acts, or either of them, would if this act had not been passed, authorize the appointment hereafter 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 organ- ized 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 corporations, and to regulate the same," or either of the several acts amendatory thereof or supplementary thereto. This act shall not be con- strued to repeal or in any manner affect chapter five hundred and sixty-five of the laws of eighteen hundred and ninety, known as the railroad law, except as hereinabove expressly provided, or except THE EAPID TRANSIT ACT. 379 so far as the provisions of the same conflict with the provisions of this act. mo surface roads under act. § 35. 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. Repeal. § 36. All acts and parts of acts, local or general, inconsistent with this act are hereby repealed, § 37. This act shall take effect immediately. Supplemental Corporation Acts. EDITOR'S NOTE, In addition to the act entitled " An act to provide for rapid transit railways in cities of over one million inhabitants" {which appears on pages 347 to 379 of this volume), the Legislature of 1891 passed amendments to sections 32 and 72, respectively, of the Kailroad Law of 1890, chapter 565. Such sections as amended will be found in their proper order on pages 112 and 144, ante. There were also enacted at the same session four separate or supplemental laws affecting railroad companies. These last-mentioned enactments are important to the corporations affected thereby, although not formulated into sections of the statutory revision by the Legislature. They are, therefore, published apart front the revised laws on the pages next succeeding this note, following which space has also been given for the act to provide for the cash payment of wages by certain corporations, passed in 1889, and the act to provide for the weeMy payment of wages by certain corpora- tions, passed in 1890. CHANGE OF GAUGE OF RAILROADS: Chapter 267. An A.CT to authorize change of gauge on railroads and to provide for an increase of floating and bonded indebtedness. Became a law without the approval of the Governor, In accordance, with the provisions of article IV, section 9 of the Constitu- tion, April 28, 1891. Passed, three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows : Section 1. Any railroad company incorporated under chapter one hundred and forty of the laws of eighteen hundred and fifty, entitled "An act to authorize the formation of railroad corporations and to regulate the same," and acts amendatory thereof and supplementary thereto, may change the gauge of its road on consent of the board of railroad commissioners and approval of the stockholders of said railroad company owning three-fourths in amount of the capital stock, said approval of said stockholders to be made at a special meeting of the stockholders of said company called for that purpose: and upon like consent of said board of railroad com- missioners, and upon like approval of the stock- holders of said railroad company owning three- fourths in amount of the said capital stock of said company, the floating and bonded indebtedness of said railroad company may be increased to an amount necessary to make such change of gauge and to provide for the operating expenses of said railroad, notwithstanding restrictions or limitations contained in the original certificate of incorporation of said railroad company. § 2. This act shall take efiect immediately. 49 JIELATIVE TO STREET RAILROADS. Chapter 287. An Ao'i' relating to the corporate rights and powers of railroad companies operating or owning street railroads. Became a law without the approval of the Governor, in accordance with the provisions of article IV, section 9 of the Oonstitu- tion, April 29, 1891. Passed, three-flfths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows : Section 1. The corporate existence and powers of levery railroad company owning and operating a street or surface railroad wholly within a town, A^illage or city, in which the population of such city, "village or town is less than twenty thousand, and 'which has completed a railroad upon a portion of the Toute designated in its articles of association, within ten years from the date of filing such articles of association, and which has operated its said railroad continuously for a period of ten years last past, and is now operating the same, shall continue with like force and effect as though said company had in all respects and particulars complied with the provisions Kit chapter seven hundred and seventy-five of the laws of eighteen hundred and sixty-seven, entitled "An act to amend an act entitled 'An act to authorize the formation of railroad corporations and regulate the same,' passed April second, eighteen hundred and fifty, and the amendments thereto." § 2. This act shall take effect immediately. AFFECTING ELEVATED RAILROADS. Chapter 294. An Act in relation to elevated railways in cities. Became a law without the approval of the Governor, in accordance with the provisions of article IV, section 9 of the Constitution, April 29, 1891. Passed, three-flfths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows : Section 1. Any company operating an elevated railway or railways in any city of this state for the transportation of passengers, mails or freight, and which, prior to the passage of this act shall have built and operated six-tenths of its route as set forth and embodied in its articles of incorporation, may declare relinquished and abandoned any portion of its said route, which it may deem no longer neces- sary for the successful operation of its road and the convenience of the public. Such declaration of abandonment to be valid, shall be adopted by the board of directors, under the seal of such company, and shall be submitted to the stockholders thereof at a meeting called for the purpose of taking the same into consideration. Due notice of the time and place of holding said meeting, and stating the object thereof shall be given by the company to its stockholders by written or printed notices addressed to each of the persons in whose name the capital stock of the company stands on the books thereof, at the address of such persons as stated on the books, or as known to the secretary of the company, and delivered or mailed to such persons, or the legal representatives of such persons, respectively, at 388 AFFECTING ELEVATED EAILROADS. least thirty days before the time of holding the meeting of such company, and also by a general notice published daily for at least four weeks m some newspaper last designated for the publication of the session laws or of judicial proceedings and legal notices in the county where the route of such company is located; and at the said meeting of stockholders the declaration of the said directors shall be considered and a vote by ballot taken for the adoption or rejection of the same, each share enti- tling the holder thereof to one vote, and said ballots shall be cast in person or by proxy, and if two-thirds of all the votes of the stockholders cast in person or by proxy at said meeting shall be for the adoption of said declaration of abandonment, then that fact shall be certified thereon by the secretary of the company under the seal thereof, and the declaration so adopted shall be submitted for approval to the state board of railroad commissioners, and if approved by them, sach approval shall be indorsed thereon, and the said declaration so certified and indorsed shall be filed and recorded in the office of the secretary of state, and from the time of such filing such portion of said route designated, in such declaration of such company shall be deemed to be abandoned. A copy of such declaration of abandonment, duly certified by the secretary of state, under his official seal, shall be presumptive evidence in all courts and places of the facts which it recites, and of the regularity of the proceedings resulting in such abandonment. § 2. This act shall take effect immediately. THE TUNNEL ACT OF 1891. Chapter 360. An Act to confer upon the board of railroad com- missioners of the state of New York authority to compel the lighting and ventilation of all tunnels within this state which are used by steam railroads. Approved by the Qovernor, May 11, 1891. Passed, three-flfths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows : Sectiok 1. The board of railroad commissioners of the state are hereby authorized, empowered and given full and complete authority to require and compel all tunnels used or to be used by railroads operated by steam in this state to be properly ventilateds in such manner and by such means and mechanical appliances as said board of railroad commissioners, or a majority of the same, may direct. § 2. The board of railroad commissioners of this state are also hereby authorized, empowered and given full and complete authority to require and compel all tunnels used, or to be used by railroads operated by steam in this state, to be properly lighted by electricity or otherwise, or by such means or in such manner as said board of railroad commissioners, or a majority of the same, may direct. § 3. Whenever said board of railroad commissioners of this state, or a majority thereof, shall cause to be personally served upon any railroad corporation con- trolling any tunnel, or part of a tunnel, in this state for the purpose of operating a railroad or moving, hauling or propelling cars therein by steam by deliv- ering a copy personally to the president, general 390 THE TUNNEL ACT. manager or any director of said corporation of a notice or order, signed by a majority of said board of railroad commissioners, stating and specifying the structures to be erected, the manner, means, mechanical appliance and apparatus to be used in lighting or ventilating any tunnel or tunnels used by said corporation for the purpose of moving, hauling or propelling cars by steam therein as aforesaid, said corporation shall, within thirty days from and after the service of said notice or order as aforesaid, cause said tunnel or tunnels so used by it as afore- said to be lighted or ventilated, or both, in the manner and by the means and use of the mechanical apparatus and appliances specified and pointed out in said notice or order. § 4. After the expiration of thirty days from the service of said order or notice specified in the pre- ceding section, as therein directed, if said corpora- tion shall not have fully complied with the provisions and requirements of said notice or order as aforesaid and as therein dire.cted and required, said board of railroad commissioners, or a majority of said board, may apply to the supreme court of this state for a writ of mandamus to compel said corporation or cor- porations so neglecting or refusing to obey and comply with the provisions of said order or notice to comply with and obey the provisions and require- ments of said notice or order, and said court shall have full power and authority to hear and determine said matter, and, after giving the corporation or cor- porations proceeded against an opportunity to be heard in its or their defense, to compel said corpora- tion or corporations so proceeded against to obey said order or notice, and forthwith comply with and carry out the provisions and requirements therein' contained. § 5. Every corporation violating any of the pro-; visions of this act shall be guilty of a misdemeanor, and may be indicted therefor, and may be compelled THE TUNNEL ACT. 391 to appear and plead to an indictment therefor in the? person of its president, secretary, treasurer or any director thereof, and a bench warrant may issue out of any competent court to compel such attendance and pleading, and, upon conviction thereof, punished by a fine of one thousand dollars, and an additional fine of five hundred dollars a day for each and every- day or part of a day after thirty days from the due service of said notice or order that said corporation shall refuse or neglect to obey and carry out the requirements and provisions of the same, and duly sentenced to pay the same. § 6. It shall be the duty of the district attorney prosecuting any corporation for a violation of any of the provisions of this act, that shall be convicted thereof and sentenced to pay a fine therefor, to cause a judgment-roll to be made up, consisting of the indictment orders and sentence of the court and a formal judgment, to be prepared by him, which judgment shall be duly signed by the clerk of the county in which said trial took place; said judgment- roll shall be filed by said county clerk and said judgment shall be duly recorded in the book of judgments in said county, and duly entered and docketed by said county clerk in said county the same as if said judgment had been obtained in a civil action, and said judgment so duly entered and docketed shall become and be a lien upon all of the real estate of said corporation against which the same is obtained, and the collection thereof may be enforced by execution to be issued and signed by the district attorney of the county where the trial of said indictment took place, m the same manner and to the same extent as executions are collected in, civil action, § 7. In cities in this state having a population of one million inhabitants or over, where tunnels are or may hereafter be operated or controlled by any railroad corporation such portions of any mechanical 392 THE TUNNEL ACT. or other devices or appliances as may be required under the provisions of this act to be constructed on or above the surface of any streets, avenues or other places under which such tunnels may be built, shall be subject as to form, material and construction, to the approval of the local authorities of such cities^ except that in the city of New York such approval shall be by a majority vote of the mayor, the comp- troller, the commissioner of public works and the president of the department of public parks of said city. § 8. This act shall take effect immediately. CASH PAYMENT OF WAGES. Chapter 381. An Act to provide for the cash payment of wages by- corporations. Approved by the Governor June 6, 1889. Passed, three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: Section 1. Every manufacturing, mining or quarry- ing, mercantile, railroad, street railway, canal, steamboat, telegraph and telephone corporation, and every incorporated express company, and water company not municipal, shall pay to each and every employe engaged in its business the wages earned by such employe in cash ; and it shall not be lawful for any of the above-named companies or corporations to pay their employes in their own script or that of others commonly known as store money orders. § 2. Any corporation violating any of the provisions of this act shall be punished by a fine not exceeding fifty, and not less than ten dollars, on each com- plaint on which it is convicted, provided complaint for such violation is made within thirty days from the date thereof. § 3. This act shall take eflFect upon the first day of July, one thousand eight hundred and eighty-nine. 50 WEEKLY PAYMENT OF WAGES. Chapter 388. An Act to provide for the weekly payment of wages by corporations. Appboved by the Gevernor, May 21, 1890. Passed, three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows : Section 1. Every manufacturing, mining or quarry- ing, lumbering, mercantile, railroad, surface, street, electric and elevated railway (except steam surface railroads), steamboat, telegraph, telephone and muni- cipal corporation, and every incorporated express company and water company shall pay weekly, each an*^ every employe engaged in its business, the wages earned by such employe to within six days of the date of such payment, provided, however, that if at any time of payment any employe shall be absent from his regular place of labor, he shall be entitled to said payment at any time thereafter upon demand. § 2. Any coi^poration violating any of the provisions of this act shall be liable to a penalty not exceeding fifty dollars and not less than ten dollars for eaeh violation, to be paid to the people of the state and which may be recovered in a civil action ; provided an action for such violation is commenced within thirty days from the date thereof. The factory inspectors of this state, their assistants or deputies may bring an action in the name of the people of the state as plaintiff against any corporation which neglects to comply with the provisions of this act for WEEKLY PAYMENT OF WAGES. 395 a period of two weeks, after having been notified in writing by such inspectors, assistants or deputies, that such action will be brought. On the trial of such action, such corporation shall not be allowed to set up any defense for a failure to pay weekly any employe engaged in its business the wages earned by such employe to within six days of the date of such payment other than a valid assignment of such wages or a valid set-off against the same, or the absence of such employe from his regular place of labor at the time of payment, or an actual tender to such employe at the time of payment of the wages so earned by him, or a breach of contract by such employe, or a denial of the employment. No assignment of future wages, payable weekly, under the provisions of this act shall be valid if made to the corporation from whom such wages are to become due, or to any per- son on behalf of such corporation, or if made or procured to be made to any person for the purpose of relieving such corporation from the obligation to pay weekly under the provisions of this act. Nor shall any of said corporations require any agreement from any employe to accept wages at other periods than is provided in section one of this act as a condition of employment. § 3. The provisions of section two hundred and sixty-three, and three hundred and eighty-four of the Code of Civil Procedure shall apply to and govern any proceedings brought to enforce the provisions of this act, and it is hereby made the duty of the attorney-general of this state to appear in behalf of such proceedings brought hereunder by the factory inspectors of this state, their assistants or deputies. § 4. This act shall take effect on the first day of July, eighteen hundred and ninety. ATTORNEY-GENERAL'S OPINION. EDITOR'S NOTE. On the following pages will be found the opinion of the Attorney-Generalj given to the Commissioners of the Land Office, May 28, 1891, upon an application in behalf of a rail- road corporation for the grant of certain State lands. The question involved, arose relative to a proper construction of the revised laws. As repeals, express and by implication, in connection with a construction of the revised laws are thoroughly discussed, and numerous valuable authorities cited, the opinion is published complete. ATTORNEY-GENERAL'S OPINION. STATE OF NEW YORK : Attorney- Genebal's Office, ) Albany, May 27, 1891. J To the Commissioners of the Land Office : Gentlemen. — The application of the Adirondack and St. Lawrence Railroad Company, by M. E. McClary, agent, for the grant of certain lands belong- ing to the State of New York, for the purposes specified in section 8 of chapter 565, Laws of 1890, having been referred to me, I have the honor to report : The application made does not give any particular description of the character of the lands belonging to the State, and which are applied for ; but I am informed by the board of forest commissioners that the application in fact covers some of the "wild lands " included in one or more of the counties in the forest preserve. For the purposes of this report, I assume such is the case. With respect to such lands it is important for this board at the outset to determine whether it has any jurisdiction to make the grant applied for. It appears from the articles of association of the Adirondack and St. Lawrence Railroad Company, on file in thfe office of the Secretary of State, thai, this company was incorporated under an act of the Legislature of the State of New York, entitled "An act to author- ize the formation of railroad corporations, and to regulate the same," passed April 2, 1850, and that the places from and to which the said railroad is to be constructed, maintained and operated, 51 402 ATTORNEY-GENERAL'S OPINION. are as follows: "Commencing at a point in the international line between the United States and the Dominion of Canada in the town of Constable, or Burke, in the county of Franklin and State of New York, which point is the southern terminus of the St. Lawrence and Adirondack railroad, and running thence by the most direct and feasible route to the village of Malone, and continued in a southerly direction through or into the counties of Franklin, Hamilton, Essex, Warren, Fulton, Saratoga, Mont- gomery and Schenectady, terminating at or near the city of Schenectady in the county of Schenectady in the State of New York." Section 25, of chapter 140, of the Laws of 1850, being the act under which the articles of association of the petitioner herein were filed as aforesaid, originally provided as the act was passed that " the Commissioners of the Land Office shall have power to grant to any railroad company formed under this act, any land belonging to the people of this State, which may be required for the purposes of their road, on such terms as may be agreed on by them ; or such company may acquire title thereto by appraisal, as in the case of lands owned by individuals, and if any land belonging to a county or town is required by any company for the purposes of the road, the county or town officers having the charge* of such land may grant such land to such company, for such compensation as may be agreed upon," This section was amended by chapter 601, of the Laws of 1886, by adding thereto the following words: "The land included in the State reservation at Niagara and the Concourse lands on Coney Island are expressly exempted from the provisions of this section." It is quite apparent, therefore, that this amend- ment was, in fact, a limitation instead of an extension of the previous general power granted. This section remained as amended by the Laws of 1886. until the ATTOENEY-GENERAL'S OPINION. 403 enactment of chapter 565 of the Laws of 1890, which was an act, entitled "An act in relation to railroads, constituting chapter o9 of the general laws." Section 8 of this act provides as follows : " The Commis- sioners of the Land Office may grant to any domestic railroad corporation, any land belonging to the, people of the State, except the reservation at Niagara and the Concourse lands on Coney Island, which may be required for the purposes of its road, on such terms as may 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." This act was one of the bills reported to the Legis- lature by the commissioners appointed under chapter 289 of the Laws of 1889, entitled " An act to provide for the revision and consolidation of certain of the general statutes of this State." By section 1 of this act, the commissioners appointed were to prepare and report to the Legislature, bills for the consolidation and revision of the general statutes of this State, upon certain subjects named, one of which was "provid- ing for the organization, government and control of corporations, except banks, banking and trust com- panies and municipal corporations." By section 2 of this act, it was further provided that the said com- missioners " shall provide for the specific repeal of the statutes which would be superseded or covered by the general statutes so proposed by said commis- sioners." Presumably in pursuance of this last sec- tion cited, the commissioners provided by seciion 183 of said act of 1890, a schedule of the laws repealed, from which schedule it appears that section 25 of the Laws of 1850, among other sections, was repealed. It is quite evident that section 8 of said chapter 565 of the Laws of 1890, was simply a revision, and in 404 ATTOENEY-GENEEAL'S OPINION. substance a re-enactment of section 25 of the Laws of 1850, as amended by chapter 601 of the Laws of 1886. This is made conclusive by section 182 of said chapter 565, which reads as follows : " The provisions of this chapter, so far as they are substantially the same as those of laws existing on April 30, 1891, shall be construed as a continuation of such laws, modi- fied or amended according to the language employed in this chapter, and not as new enactments." It does not seem to me therefore that there is any ground for argument that- the act of 1890 has- con- ferred any powers upon the Commissioners of the Land Office with reference to the State lands which were not given in the act of 1886. In this view of the statutes referred to we are now to consider what effect should be given to chapter 283 of the Laws of 1885, entitled " An act to estab- lish a forest commission and to define its powers and duties, and for the preservation of forests." By sec- tion 7 of this act it was provided that all the lands now owned or which might hereafter be acquired within certain counties of the State named " shall constitute and be known as the forest preserve," and by section 8 it was provided " the lands now or here- after constituting the forest preserve shall be forever kept as wild forest lands. They shall not be sold no'f shall they be leased or taken by any person or corpora- tion, public or private." Section 7 of this act was amended in 1888, and by chapter 24 of the Laws of 1889, and again by chapter 8 of the Laws of 1890. As last amended it reads as follows : " All of the lands now owned, or which hereafter may be acquired, by the State of New York within the counties of Clinton (except in the towns of Altona and Dannemora), Delaware, Essex, Franklin, Fulton, Hamilton, Herkimer, Lewis, Oneida, St. Lawrence, Saratoga, "Warren, Washington, Greene, Ulster and ATTOENEY-GENEEAL'S OPINION. 405 Sullivan, shall constitute and be known as the forest preserve, except all such lands within the limits of any incorporated village or city, and except all such lands, not wild lands, as have been, or may hereafter be, acquired by the State of New York, upon or by foreclosure of or sale pursuant to any mortgage upon lands made to the commissioners for loaning certain moneys of the United States, usually called the United States Deposit Fund, and all such excepted lands acquired by the State of New York may be sold and conveyed as provided by law." And section 8 was also amended by chapter 475 of the Laws of 1887, and, as far as is necessary to be considered now, reads as follows : " The lands now or hereafter constituting the forest preserve shall he forever kept as wild forest lands, and shall not he sold nor shall they he leased or taken hy any person or corpo- ration puhlic or private, except that whenever any of the lands now constituting the forest preserve, or which may hereafter become a. part thereof, owned by the State within any county specified in section 7 of the act hereby amended, shall consist of separate small parcels or tracts wholly detached from the main portions of the forest preserve and hounded on every side by lands not owned by the State, then it shall be lawful, and the Comptroller shall have power to sell and convey such separate tracts or parcels, or the timber thereon, to such person or persons, corporation or association as shall have oifered the highest price therefor; but no such tracts or parcels of land, or the timber thereon, shall be sold by the Comptroller, except upon the recommenda- tion of the forest commission or a majority thereof, together with the advice of the Attorney - General in behalf of the State." It seems to me to be perfectly clear that the Legis- lature, by chapter 283, of the Laws of 1885, and the amendments thereto, intended to dedicate to the public use and purpose therein mentioned, the wild 406 ATTOKNEY-GENEEAL'S OPINION. forest lands included in the fo'rest preserve and to absolutely exempt them from sale by any of the officers of the State, as well as to prevent their being taken by the right of eminent domain. The lands which were intended to be excepted from this pro- hibition, are those referred to in section 7 as being within the limits of any incorporated city or village and those acquired by foreclosure or sale pursuant to any mortgage made to the commissioners for loan- ing certain moneys of the United States, and those referred to in section 8, consisting "of separate small parcels or tracts wholly detached from the main por- tions of the forest preserve and bounded on every side by lands not owned by the State." But oven these last-named lands are not to be sold except upon the recommendation of the forest commission, with the advice of the Attorney-General of the State. The question now is, does chapter 601, of the Laws of 1886, repeal these provisions of the act of 1885 and the acts amendatory thereto. It will not be claimed that either the act of 1886 or chapter 8, of the Laws of 1890, expressly repeals the act of 1885. Is there any ground for saying that they impliedly repeal this act ? The following are some of the most familiar rules of construction adopted by the courts with reference: to repeals by implication : "A repeal of statutes by implication is not favored in the law ; and when both the latter and former statute can stand together, both will stand unless the former is expressly repealed, or the legislative intent to repeal it is very manifest." (People ex rel. Kings- land V. Palmer, 52 N. Y. 83, 88.) " Where it is intended to alter or repeal an existing statutory enactment, the act itself should contain provisions to that effect, or it should be plainly mani- fest that such was the design, by the latter act being repugnant to and inconsistent with the former, A statute may sometimes be regarded as being repealed ATTOENET-GENERAL'S OPINION. 407 by reason of its inconsistency with a subsequent statute and by implication ; but repeals by implica- tion are not favored in the law, and it is only in cases where the repugnancy is clear and manifest, and the two statutes can not be reconciled or stand together, that this rule can be applied. In the case considered, the two statutes can consistently stand together and each have eflFect in reference to the subject to which it relates. They both may he considered as one law, embracing separate provisions as to different classes of cases" (Mark ct al. v. The State, 97 N. Y. 578.) " A repeal by implication because of inconsistency or repugnancy should never be declared where a reasonable construction will harmonize statutes alleged to be conflicting." (People v. Crissey, 9L N. Y. 632.) " The invariable rule of construction in respect to the repealing of statutes by implication, is, that the earliest act remains in force, unless the two are mani- festly inconsistent with and repugnant to each other, or, unless in the latest act, some express notice is taken of the former, plainly indicating an intention to abrogate it. As laws are presumed to be passed with deliberation and with full knowledge of all existing ones on the same subject, it is but reasonable to con- clude that the Legislature, in passing a statute, did not intend to interfere with or abrogate any former law relating to the same matter, unless the repug- nancy between the two is irreconcilable." (Bowen V. Lease, 5 Hilt, 226.) But it is hardly necessary to invoke any of these rules of construction here. The fact that the Legis- lature has repeatedly, since the passage of chapter 601 of the Laws of 1886, amended sections 7 and 8 of chapter 283 of the Laws of 1885, is conclusive cvi- denee to my mind that there was no intention to -j-epeal either of these sections in any regard. And, besides, it riiay be further s lid that the Le"-islature, by the act of 1885, having devoted the 408 ATTORNEY-GENERAL'S OPINION. wild forest lands therein described to a specific public purpose, that purpose can not be defeated by a power so general as that given by the railroad act of 1850, and the amendatory act of 1886. For, as was said by Folger, J., in the matter of the City of Buffalo (68 N. Y. 175), "in determining whether a power generally given is meant to have operation upon lands already devoted by legislative authority to a public purpose, it is proper to consider the nature of the prior public work, the public use to which it is applied, the extent to which that use would bo impaired or diminished by the taking of such part of the land as may be demanded for the subsequent public use. * * * It is not to be implied from a general power given without having in view a then existing and particular need therefor, that the Legislature meant to subject lands devoted to the public use, already in exercise, to one which might thereafter arise. A legislative intent that there should be such an effect will not be inferred from a gift of power made in general terms. To defeat the attain- ment of an important public purpose to which lands have already been subjected the legislative intent must unequivocally appear," This language of the learned judge is quite perti- nent to show that the provisions of section 8 of the act of 1885 prohibiting the taking of the land therein mentioned can not be disturbed even if it could be claimed that chapter 565 of the Laws of 1890, was to stand and to be held as a distinct, separate and later act, and not as a mere revision of an existing law. And in this connection the following cases may be considered : In the case of the New York and Brighton Beach Railroad Company (20 Hun, 204), Judge Gilbert, writing the opinion of the court, said : " While the Legislature has power, by express statute, to supplement one public use by another, yet the delegation of such power must be made in express terms. It can not be implied from a general power to ATTORNEY-GENEEAL'S OPINION. 409 acquire lands. The language of the general railroad act conferring power to acquire lands for the use of a railroad, does not authorize a railroad corporation to subvert an appropriation of property to other public uses, which are inconsistent with the use thereof for a railroad." And in the case of the People v. Thompson (98 N. Y. 11), Miller, Justice, says: "While property devoted to one public use may be applied to another, this can only be done when express authority is given for that purpose by the clearest provisions of law." And in the Matter of Petition of New York, Lacka- wanna and Western Railroad Company (99 N. Y, 23), Finch, Justice, says: "The general authority con- ferred upon railroad corporations to acquire lands against the will of the owner, is broad and compre- hensive. In terms it covers all and excepts none. But because it could not be intended that the State, having authorized one taking, whereby the lands became impressed under authority of the sovereign, with a public use meant to nullify its own grant by authority to another corporation to take them again for another public use, unless it so specifically decreed, it has been ruled that lands so held and impressed with a public trust were not embraced in words of general authority * * * ; and hence from uny general grant containing in its terms no word of exception, there is necessarily excepted property held upon a public trust by the authority and under the ward and control of the State." ' And in the case of the St. Louis, Jacksonville and Chicago Railroad Company v. Trustees of Illinois Institution for Education of the Blind (43 111. Rep. 303), the Supreme Court held : "Although the language of the statute may be sufficiently comprehensive to embrace any property owned by the State, still it will not be construed to include property used by the State for a specific purpose. In such a case it can not be inferred that such was the intention of 52 410 ATTORNEY-GENERAL'S OPINION. the Legislature, and all statutes must be construed according to the intention of the body enacting them."' Therefore, in giving construction to the general railroad act, before the amendment of 1886, supra, it could hardly be claimed, even under the most general power contained in section 25, that there was any right intended to be conferred upon railroad cor- porations to take either the canal lands of the State or the lands upon which stand the Capitol and the armories and prisons of the State, and lands of like character, which would, it seems to me, have included the lands in actual use and neces- sary for the purposes of the State reservation at Niagara. At any rate I do not think that the exception of these lands, together with the Con- course lands on Coney Island by the act of 1866, which may have been done out of more abundant caution, can be said to have operated as a grant to take the other lands mentioned by mere force of the legal maxim, " expressio unius est exclusio alterius." Before concluding this report it is proper that I should call the attention of the commissioners to an opinion of the Attorney -General, found at page 137 of the printed proceedings of this board for the year 1888. "While I am entirely willing to be held to any just measure of oflScial responsibility which may have resulted from the adoption by this board of the advice therein contained, it is nevertheless fair to say that this opinion was in fact formulated by one of my assistants upon an examination made by him of the subject to which it referred, and by one upon whose judgment and accuracy in such matters I was compelled absolutely to rely in consequence of the necessary division of duties in the office of the Attorney-General. And it may be further said that the judicial character and reputation for legal ability which this particular officer maintained was ample justification for my action in that behalf. ATTORNEY-GENERAi'S OPINION. 411 The application in this matter was for a grant of about twelve acres of land in township fourteen, Franklin county. It does not appear from the published proceedings of the board whether the lands applied for were in either of the excepted classes referred to in section 7 of the act of 1885. If they were, it may well be that the grant could have been properly made by this board, but the opinion does not refer in any Avay to the statute of 1885, and it is quite probable that it was overlooked. But if .such in fact was not the case, then after all it was a matter of construction of statutes upon the part of my assistant, and I have no doubt that there will be found many able lawyers who will claim that in any event that the determination arrived at in this opinion was correct. But for the reasons already stated I can not concur in this view of the matter, and regreiting as I do that thereby I may have been unwittingly instrumental in influencing other members of this board to unite in grants which I now believe they had no power to make, still I do not see that anything would be now gained by a vain' attempt to preserve consistency at the expense and by the sacrifice of my present judg- ment based upon a careful personal examination of the whole subject. In conclusion, I am of the opinion that the Com- missioners of the Land Ofiice have no jurisdiction tO' make the grant applied for so far as it relates to the wild lands in the forest preserve and not excepted by the provisions of section 7 of the act of 1885. All of which is respectfully submitted. CHARLES F. TABOR, Attorney- Generals GENERAL INDEX. ACTIONS, PAQE. collusively brought, stayed by Supremo Court 13 ADDITIONAL POWERS, stock corporations may possess 25 railroad corporations may possess 90 AGEEEMENT, contents of, plan of, as to sale 31 reorganization under 31 form of 28 consolidation of railroads 134 form of 136 consolidation of business corporations 314 form of 317 AMENDED CERTIFICATES, form of 8 omission, supplying 8 railroad corporations 90 ANNUAL REPORTS, false reports, liability for 50 railroad commissioners 198 companies 131 stock corporations 46 form of 47 ATTORNEY-GENERAL, opinion of, relative to construction 397 BADGES, employes must wear 121 BAGGAGE, checks for 121 injuries to 122 unclaimed 1^^ BANKING CORPORATIONS, See General Cobpoeation Law. BOOKS, presumptive evidence of stockholders 45 to be kept at principal offlce 45 transfer agent of foreign corporations must exhibit 70 BORROW MONEY, stock companies may 414 GENEEAL INDEX. BKAKES, PAGE, kind required 127 BUSINESS COBPOBATIONS, assessments 313 business, place of 313 change of place of 310 extension of 310 restriction upon commencement of 297 by-laws, adoption of 298 capital stock, payment of 307 consolidated, creditors, rights of 324 powers of 323 property transferred to new corporation 323 consolidation, agreement therefor 3U agreement to be submitted to stockholders 315 how corporations may effect ^ 314 stockholder, stock of those objecting, appraised and paid for 315 extension of business 310 forms, business, change of principal place of 311 capital stock, full payment of, certificate of 308 consolidation, joint agreement for 317 incorporation, certificate of 295 re-incorporation, certificate of, proceedings of stock- holders of, existing for 304 transaction of business, certificate prior to 299 incorporation, how consummated 294 law, construction of 328 when to take effect 328 laws, repealed 327 saving clause 327 schedule of 328 reorganization of existing : 303 repealed laws 327 saving clause 327 schedule of 328 reviser's note 291 steam companies, deposit may be required by 324 entry of building by agent to examine meter 325 penalty for interference 325 when agent may cut off steam 326 must supply steam 324 penalty for non-supply 324 stock, may hold, in certain corporations 314 stockholders, liabilities of . . '. 309 taxation 312 title, short, limitation of chapter 293 GENERAL INDEX. 415 BY-LAWS, power to make 10 See General Coepoeation Law ; Business Cobpoeation Law. CAPITAL STOCK, subscriptions for 52 payments ttiereon, how made 53 forfeiture for non-payment 53 increase or reduction of 5i notice thereof 54 stockholders' meeting for that purpose 55 form of certificate for increase 56 reduction 59 comptroller's approval, proof for 62 CANADA THISTLES, railroad must cut 129 CEMETEEY COEPOEATIONS, where certlflcatep may be filed 6 CEETIFICATE OF INCOEPOEATION, definition of G filing and recording 6 form of amended certificate ' 8 liability for false 50 presumptive evidence of incorporation 9 railroad companies 86 when copy may be filed 9 where copy may be filed C, 9 See Fobms. CHAUTAUQUA ASSEMBLY, railroads through forbidden .,. 98 COMBINATIONS, prohibited 34 COMMON CAEEIEES, rights and liabilities of railroad as 125 CONDEMNATION OF LANDS, for railroad purposes 96 CONDITIONS OF CONSOLIDATION, of continuous lines of railroad 134 CONDUCTOES AND DEIVEES, qualification for 120 must wear badges 121 CONNECTING EOAD, accommodation of 115 CONNECTING STEAMBOATS. tickets and checks for 123 416 GENEBAL INDEX CONSOLIDATION, page. assessment of property of new corporation '. . . . 145 foreclosure of mortgages made by consolidated railroad . . 145 new corporation under consolidation 114 creditors' rights under . . . : 144 parallel roads forbidden to consolidate . . '. 149 powers of corporations of other States 146 railroad corporations owning continuous lines may 133 conditions of 134 stock of municipal corporations, how represented 145 See Business Corporations. CONSTRUCTION, of business corporation act 328 of general corporation act 19 of railroad corporation act 202 of stock corporation act 75 of transportation corporation act 287 opinion of Attorney-General 397 CONTINUOUS LINES, may consolidate 133 COPY OP CERTIFICATE, filing of in certain cases 9 evidence of incorporation 9 COUPLERS, automatic, required 127 DEFINITIONS, certificate of incorporation 6 directors 6 domestic corporation 6 foreign corporation 6 moneyed corporation 6 municipal corporation 6 stock corporation 6 DIRECTORS, amended certificate by 8 acts of, when void 09 books to be kept by 45 corporation not dissolvod by failure to elect 14 definition 6 dissolution, to be trustees in case of 14 election, by-law regulating 10 inspectors, when to appoint 42 oath of 42 form of 43 publication 10 qualification of voters at 67 proxy, how appointed 68 form of appointment 69 GENERAL INDEX. 417 TilEECTO-RS -(Continued). p^o^ stockholders, may call meeting, when 66 stock corporations, number 34 election in, manner of 34 increase or reduction of 35 form for increase of 35 . for reduction of 37 liability for dividends in certain cases 40- bonds, for overissue of 41 debts, if unauthorized 41 report, false representations in 50 ofBcers to be appointed by 42 payment for stock, may require 53 DISSOLUTION OF CORPORATION, directors to be trustees in case of 14 powers of such trustees 15 railroad companies 92 DIVIDENDS, liability of directors for, if not made out of surplus profits, 40 DOMESTIC CORPORATIONS, investment of stock in other companies 51 EFFECT, when business corporation law to take 328 when general corporation law to take 20 when railroad corporation law to take 202 when stock corporation law to take 75 when transportation corporations law to take 287 ELECTIONS, by-law regulating 10 inspectors, how appointed 42 oath of 42 form of 43 publication of 10 qualification of voters 67 proxy, how appointed 68 form of appointment 69 stockholders may call, when 66 Supreme Court, powers respecting. ." 13 ELECTRIC LIGHT COMPANIES, See Transpoetation Corporations. ELEVATED RAILWAY COMPANIES 168 See Railways in Cities and Counties. EVIDENCE, certificate presumptive evidence of incorporation 9 EXTENSION, of corporate existence 15 form of certificate 15 53 418 GENERAL INDEX. FAKE, PAGE. extra for sleeping car 120 Legislature may alter or reduce 119 one for contracting roads 164 passengers refusing to pay, may be ejected 119 penalty for excessive 119 rate of, railroad corporations 117 street surface roads 161 FEES AND TAXES, must be paid before filing 7 effect of refusal to pay 7 FEERY COMPANIES, See Transpoktation Corporations. FENCES, FARM CROSSINGS AND CATTLE-GUARDS, railroad company to maintain 112 FINANCIAL CONDITION, stockholders may require statement of 65 FLAGMEN, must be stationed at crossings 114 FORECLOSURE, liabilities of reorganized railroad under 150 mortgagee may purchase at 149 purchasers at, may become a corporation 27 FOREIGN CORPORATIONS, definition of 6 real property in this State may be held by 12 mortgage foreclosure, may purchase at 12 FORFEITURE, for non-user 15 FORMS, bridge company, certificate of incorporation of 264 business incorporation, business, change of principal place of 311 certificate prior to transaction of business 299 certificate of incorporation of 295 change of principal place of business of 311 consolidation, joint agreement for 317 full payment of capital stock, certificate for 308 re-incorporation certificate of the proceedings of stock- holders of, existing for 304 certificate, amended, to supply omission 8 directors, increase of number, certificate for 35 reduction of number, certificate for 37 electric light companies, incorporation certificate of 239 GENEEAL INDEX. 419 FORMS — ( Continued). paob. extension of corporate existence of stock company, certifi- cate for X6 extension of corporate existence of other than stock com- panies, certificate for 18 ferries, certificate of incorporation of 208 capital stock, affidavit as to payment of one-half of . . . . 209 gas companies, certificate of, incorporation of 237 general law, amended certificate of incorporation, under. . . 8 extension of existence of other than stock companies. . 18 inspectors of election, certificate and oath of 43 pipe-line companies, certificate of incorporation of 224 plank-road companies, incorporation certificate of 262 navigation company, incorporation, certificate of 212 full payment of capital stock, certificate 214 railroad companies, consolidation, joint agreement for 136 domestic company, certificate of, for change of route. . . 102 incorporation, certificate of 87 incorporation, certificate by purchasers of property and franchises 28 report, annual 47 stage coach company, certificate of incorporation of 217 stock corporations, annual report 47 capital stock, certificate of full payment of 72 certificate of reduction of 59 proof for comptroller's information on application for approval of reduction of 62 increase of, certificate of 56 reduction of capital stock 59 certificate of stock 52 certificate and oath for inspectors of election 43 extension of corporate existence of 16 incorporation by purchasers of stock and franchise, certificate of 28 transcript certified of minutes of meeting to increase directors 35 elections, proxy from stock or bond holders 69' telegraph and telephone companies, certificate of incorpo- ration of 254 extension of line, certificate for 257 tramway companies, incorporation certificate of 220 turnpike companies, incorporation certificate of 262 water-works companies, certificate of incorporation of 248 FRANCHISE, passes to purchaser at sale 23 sale of street surface railway at auction 153 FREIGHT, unclaimed ^^^ 420 GENERAL INDEX. GAS COMPANIES, page. See TrANSPOETATION COEPOEATIONS. GENEBAL COBPOKATION LAW, banking companies, powers of, when prohibited 12 by-laws 10 cemetery companies, filing and recording of certificates. . . 6 certificate, evidence, to be presumptive of incorporation ... 9 when duplicate to be filed 9 directors, election of 10 election, corporation not dissolved by failure to elect . . 14 trustees to be in case of dissolution 14 domestic corporation, acquisition of property in other states or countries 12 effect when to take place 20 elections, powers of Supreme Court respecting. 13 publication of 10 extension of existence 15 fees, before incorporation 7 certificate of incorporation, amended 9 foreign corporations, mortgage, when may purchase at foreclosure 12 forfeiture for non-user 15 forms, amended certificate of incorporation to supply omission under general law 8 incorporation, certificate of, definition 6 laws, additional, acquisition of 11 municipal corporations, sections not applicable to 10 name, duplicating of, prohibited 7 non-user, forfeiture for 15 oflQcers, appointment of subordinate and agents 10" powers, incidental, only such as necessary to exercise of those enumerated in 11 property, acquisition of 10 quorum, majority to act 14 real estate, acquisition of additional 11 foreign corporation, when may hold 12 religious corporation, certificate, filing and recording of . . . 6 repeal, schedule of laws 20 seal, general powers 10 sections and their provisions 5 succession, general powers 10 Supreme Court, proceedings in, may be stayed in action coUusively brought 13 taxes, before incorporation 7 trustees, directors to be, in case of dissolution 14 powers of directors in case of dissolution 15 title, short 5 See Kevisees' Notes. . GENERAL INDEX. • 421 GEADE CROSSINGS, p^oj, locomotives must stop at 116 GRADE OF RAILROAD, change of lOO GUARD POSTS, required 126 HIGHWAYS, intersection of .- 91 pipe line company crossing 229 INCIDENTAL POWERS, what permitted 11 INDIVIDUAL JOINT-STOCK COMPANY, may maintain railroad track in certain cases 109 INDIAN LANDS, railroad through 97 INSPECTORS OF ELECTION, appointment of 42 oath of 43 INTERSECTION, highways, provisions in relation to 91 other roads, provisions in relation to 92 JOINT-STOCK ASSOCIATION, may maintain railroad track in certain cases 109 LABORERS' WAGES, cash payment of," by certain corporations 393 liability of corporations for Ill weekly payment of, by certain corporations 394 LANDS, additional, may be required, when 11 domestic corporation may hold, in other States 11 foreign corporation may hold, in this State 12 public lands, railroad through 97 LAWS REPEALED, by business corporation law 327 by general corporation law 19 by railroad corporation law 201 by stock corporation law 74 by transportation corporations law 286 consolidated schedule of 331 LEASE OF ROADS, corporations may contract with each other for use of road, 147 lessees may acquire stock in leased road 148 .surface roads may lease to each other in certain cities 162 422 GENERAL INDEX. LIABILITY OF DIRECTORS, page. dividends not made from surplus profits 40 false report 50 loans to stockholders 41 overissue of bonds 41 unauthorized debts 41 LIABILITY OP STOCKHOLDERS, business corporations 309 limitation of 73 stock corporations 70 LOANS TO STOCKHOLDERS, directors liable for 41 LOCATION OP ROUTE, manner of 93 two roads having same location 104 MAJORITY, corporate powers, when to be exercised by 14 MAILS, railroads must carry 130 MORTGAGE, form for reorganization by purchasers under 28 purchasers at sale may reorganize 27 receiver, possession of and suits against 32 sale of property under 32 stock corporations, may mortgage property 25 MONEYED CORPORATIONS, See General Coepobation Law. MUNICIPAL CORPORATIONS, See Definition; General Corporation Law, Railroad Cor- porations, Transportation Corporations. NAME OP CORPORATION, duplicating of, prohibited 7 new, succeeding to old corporation, may retain name 7 NAVIGATION COMPANIES, See Transportation Corporations. NEW CORPORATION, continuous railroad lines consolidating 144 succeeding old corporation may retain name 7 NOTICE, business corporation, for adoption of by-laws 298 consolidation of, calling meeting for 315 reorganization of, meeting for . ; 303 directors, for increase of number of 35 GENEEAL INDEX. 423 NOTICE — (^Continued). page. directors, election of, meeting for 34 stockholders by, in certain cases 66 reduction of number of 35 employ^ by, holding stockholder liable for wages 71 financial statement, by stockholder requiring 65 railroad company to, for wages due laborer Ill consolidation of, meeting to ratify 135 route, to occupants of lands 93 starting trains 115 street surface, of application to municipal authorities. . 153 consent of property owners, upon failure to obtain, 155 route, upon public sale of 151 stock, upon increase of 54 reduction of .' 54 payment of, requiring 53 OATH OP INSPECTORS OP ELECTION, form of 43 OPINION OP ATTORNEY-GENERAL, construction, relative to 397 OFFICERS, appointment of (stock corporations) 42 OVERISSUE OF BONDS, directors liable for 41 PASSENGERS, refusing to pay fare may be ejected 119 PARALLEL LINES OP RAILROAD, consolidation of, prohibited 149 PENALTY, excessive fare 119 injury to baggage 122 violation of requirements for comfort and safety of passen- gers 1^'^ PIPE-LINE CORPORATIONS, See Tbanspobtation Corpoeations. PLAN OR AGREEMENT, contents of ^1 PLANK-ROAD COMPANIES, See Transportation Corporations. PLATFORM, riding on, prohibited 129 424 GENERAL INDEX. POLICEMEN, PAGE, employfe of railroads may be 132 POWERS, additional lands 11 banking powers prohibited, except for moneyed corpora- tions 12 by-laws 10 corporate, when to cease (railroads) 92 directors, election of 10 general, of corporations 10 majority may exercise, when 14 ofQoers and agents 10 property, acquisition of 10 in other States 11 real estate by foreign corporations 12 seal 10 stock companies, additional of 25 succession 10 PREFERRED STOCK, may be exchanged for common 62 PROPERTY, domestic corporations may hold in other States 11 foreign corporations may hold in this State 11 passes to purchasers at mortgage sale 27 PUBLIC LANDS, railroad through 97 PURCHASERS AT MORTGAGE SALE. may become corporation, how 27 BEORGANIZATION, companies for certain business purposes 303 proceedings for 304 certificate, form of 304 purchasers of corporate property in certain cases 27 agreement or plan previous to sale 31 assent of stockholders 33 f orrn of agreement for new company 28 BAIL, weight of 112 EAILROAD COMMISSIONERS, accidents, investigation by 194 accountant, powers and duties of 191 action by, legal effect of 196 acts prohibited 199 appointment of 189 books and papers, compulsory production of 193 clerical force 191 GENERAIi INDEX. 425 EAILROAD COMMISSIONERS - ( Continued). page, engineers 191 entry into ofQces and cars in performance of duty 193 evidence, certified copies of papers to be 199 expense, annual, to be borne by railroads 200 experts 191 fees, to be cliarged and collected by 197 information, corporations must furnish necessary 197 inspector, powers and duties 191 law, application of 201 marshal, powers and duties 190 meetings, monthly 192 oaths, ijower to administer 192 office, principal and branches 192 suspension from , 190 term of 189 papers, certified copies of, to be evidence 199 powers of board 192 quorum 192 recommendations, legal effect of 196 where law has been violated . ; 195 where repairs and other changes are necessary 195 report, annual 198 by railroad companies to 194 roads, right of supervision and examination of 193 secretary, powers and duties 190 suspension from office 190 salaries and expenses 200 subpoenas 193 testimony and hearing at instance of Legislature and otherwise 193 tunnels, to compel lighting and ventilation of 389 witnesses, attendance and fees of 197 See Eaileoad Cospokatioxs. EAILEOAD CORPORATIONS, abandonment, in Kings county 151 badges, employes to wear 121 baggage, checks for 121 penalty for injury to 122 unclaimed 122 brake, automatic 126 safety 126 brakemen, when may be policemen 132 buildings ; ^^ Canada thistles, to be cut 128 capital stock, reduction of 55 increase of 55 certificates of stock, issue of, after foreclosure 130 supplemental 90 51 426 GENERAL INDEX. EAILEOAD COBFO'RA.TIOISS — (Continued). paqb. Chautauqua assembly grounds, road through 98 city or county, road within, route, abandonment of 181 , certificate, commissioners to deliver to directors 175 application for 168 commissioners, how named 168 first meeting of 169 oath and bond 169 office, term of 180 pay of ' 180 powers and proceedings in abandonment or change of route 181 quorum 180 report, confirmation of ^ 179 filing of 179 removal of 180 transfer of plans 178 vacancies 180 construction, when to be finished 171 damages, appraisal of 171 deposit, increased, when and how required 187 determination of, necessity of 169 directors, affidavit of 175 election of 175 elevated gates 188 elevated road, penalty for violation of law 188 trains to come to full stop 187 fare 171 forfeiture, proviso as to 174 incorporation, certificate of 173 location, exceptions as to 170 organization 174 powers 175 plan, adoption of 171 route 169 where coincides with another 177 security, deposit of money as '. 172 track, crossing of horse railroad 177 common carriers, rights and liabilities as 125 conductors, to wear badges 121 policemen, when may be 132 qualifications 120 connecting road, accommodation of 115 consolidation, conditions 134 corporations owning continuous lines ; 133 parallel lines prohibited .' 149 construction, rail, weight of 112 road, how laid out 91 part of, in another State 104 GENERAL INDEX. 427 BAILBOAD COEPORATIONS ~ ( Continued). p^sj,. contractor, liability of company to employe of iii couplers, automatic J26 crossings, grade, locomotives must stop at 116 of tramway company 229' drivers j20 elevated gates 188 trains to come to full stop 187 fare, excessive, penalty for 119 legislature may alter or reduce 119 passenger, right to eject for non-payment of 119 rates of 117 sleeping car, extra for 120 fences, farm crossings and cattle-guards 112 ferries, company may establish 129 flagmen 114 foreign countries, additional powers of road in 108 principal office in 109 roads in 107 forms domestic company, certificate of, for change of route, 102 consolidation, joint agreement for 136 incorporation, certificate of 87 freight, unclaimed 122 furnaces, use of, prohibited 128 gauge, change of 385 grade, change of 100 guard posts 126 highways, intersection of, additional lands for 98 incorporation, what constitutes 86 indebtedness, increase of to change gauge 385 Indian lands, roads through , 97 individual joint-stock company, right of, in certain cases, to lay down and maintain track 109 intersection of other roads 91, 99 of streams, highways and turnpikes 91 law, construction of 202 sections of, to be printed and posted 189 repeals 201 lease, parallel lines, prohibited 149 of road H7" lessees, may acquire stock 148 location, same for two roads 104 mails, carrying of : 130 Inunicipal corporations, stock of, how represented 145 mortgage, by consolidated roads partly in the State 145 mortgagee may purchase at foreclosure sale 149' navigation companies, stock, not to own or hold in 211 new corporations, assessment of property of 145; transfer of property 14i 428 GENEEAL INDEX. UAILROAD CORPOBATIONS-(Con