THE ACT
AUTHORIZING THE!ormation  of   orporations
FOR
MANUFACTURING, MINING, MECHANICAL, AND
CHEMICAL PURPOSES.
PASSED FEBRUARY 17, 1848.
WITH THE AMENDMENTS,
PASSED FEBRUARY 7, 1851, JUNE 7, 1853, APRIL 13, 1854, APRIL 12,
1855, FEBRUARY 16, 1857, APRIL 6, 1857, APRIL 11, 1860,
APRIL 12, 1861, APRIL 23, 1862, MARCH 31, 1863,
APRIL 23, 1864, MAY 2, 1864,
AND APRIL 6, 1865.
TO WHICH ARE ADDED
NOTES, FORMS AND AN INDEX.
Rtby York:
BAKER, VOORHIS & CO., PUBLISHERS,
(SUCCESSORS TO JOHN S. VOORHIES)
No. 66 NASSAU STREET.
1866.








AN ACT
TO AUTHORIZE THE FORMATION OF CORPORATIONS FOR
MANUFACTURING~ MINING, MECHANICAL, OR CHEMICAL
PURPOSES.
[Passed February 17, 1848, and as subsequently amended.]
SEC. l.-Companies, how to be formed; term of existence extended;
place of business; operation of the act extended.
SEC. 2.-When to become bodies corporate.
SEC. 3.-Trustees to be elected.
SEC. 4.-Effect of failure to hold election; number of trustees.
SEC. 5.-Officers.
SEC. 6.-Trustees to make calls on stockholders; to make purchases,
issue stock, &c.
SEC. 7.-Trustees may make by-laws.
SEC. 8.-Stock transferable; use of funds.
SEC. 9.-Copy of certificate to be evidence.
SEC. 10.-Liability of stockholders; exception as to salt companies.
SEC. 11.-Certificate of the payment of stock to be filed.
SEC. 12.-Annual report to be made and published.
SEC. 13.-Payment of dividends when company is insolvent.
SEC. 14.-Stock to be paid for in cash.
SEC. 15.-False certificate or report.
SEC. 16.-Executors and others holding stock not liable.
SEC. 17.-Executors, &c., to vote at meetings.
SEC. 18.-Liability to laborers, servants, &c.
SEC. 19. —Alteration or repeal of the act.
SEC. 20.-Company may increase or diminish stock.
SEC. 21.-Notice thereof to be given.
SEC. 22.-Organization and conducting of meetings.
SEC. 23.-Indebtedness of company.
SEC. 24.-Stockholders, when not liable.
SEC. 25.-Stock books to be kept.
SEC. 26.-General powers.
SEC. 27.-Treasurer to render statement, &c.




4
1te People of the State of New  York, represented in
Senate and Assembly, do enact as follows:
[Companies, how to be formed.] - SECTION 1. At
any time hereafter, any three or more persons who
may desire to *form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical, or chemical business, or the business of printing
and publishing books, pamphlets and newspapers, may
make, sign and acknowledge before some officer competent to take the acknowledgment of deeds, and file
in the office of the clerk of the county in which the
business of the company shall be carried on, and a
duplicate thereof in the office of the Secretary of State,
a certificate in writing, in which shall be stated the
corporate name of the said company, and the objects
for which the company shall be formed, the amount of
the capital stock of the said company, the term of its
existence, not to exceed fifty years, the number of
shares of which the said stock shall consist, the number
of trustees and their names, who shall manage the concerns of said company for the first year, and the names
of the town and county in which the operations of the
said company are to be carried on. [As amended, laws
of 1857, ch. 262.]
This act does not include companies formed for mining guano, as
to which there is a special act. [Labws of 1857, ch. 546.]
It is sufficient to file the original certificate in the County Clerk's
office, and a certified copy in the Secretary of State's office. (Eaton v.
Aspinwall, 3 Abbotts' Pr., 418, and 19 New York Reports, 121.)
See form of certificate in Appendix.
[Term of existence may be extended.]-Whenever
any company, formed under this act, shall have fixed




the duration of its corporate existence for a less period
than it was privileged to do by the first section of said
act, it may, by a vote of the stockholders representing
a majority of the stock, and upon executing and acknowledging a new or amended certificate under its
corporate seal, signed by the president and two-thirds
of its directors, and filing the same in the county.
where its business shall be carried on, and in the office
of the Secretary of State, extend the term of its corporate existence to a period not longer than it could
have originally fixed the same, and shall thereupon
possess all the powers and privileges, and be subject to all the liabilities mentioned in said act, during
such extension of its existence. [Laws of 1857, ch.
29, ~ 2.]
[Place of business.]-Any certificate hereafter
[June 7, 1853] filed may designate one or more places
where the company may carry on their business.
[2Laws of 1853, ch. 333, ~ 1.] And if any company
shall be foirned under said act for the purpose of carrying on any part of its business in any place out of
this State, the said certificate shall so state, and shall
also state the name of the town and county in which
the principal part of the business of said company
within this State is to be transacted; and said town
and county shall be deemed the town, place and county in which the operations and business of the company are to be carried on, and its principal place of
business within the meaning of the provisions of this
act.  [Laws of 1857, ch. 29, ~ 3.]
No company organized under the provisions of
said act to authorize the formation of corporations for




6
manufacturing, mining, mechanical or chemical purposes, shall be deemed or taken to have a principal
office or place for transacting its financial concerns
other than that at which the operations of said company are carried on, unless within the month of May
in each year the president and treasurer, or a majority
of the trustees shall make duplicate certificates stating
the amount of the then capital of said company, and
the portion of such capital not invested in real estate,
and stating that such company then has a principal
office for transacting its financial concerns in a county
other than that in which the operations of said comnpany are carried on, stating the town or city and
county in which such financial office is located, and
that the president and treasurer, and a majority of the
trustees of said company are then actually residents of
the town or city in which such financial office is then
located, which duplicate certificates shall be signed
and sworn to by the persons making the same, and
filed, the one in the clerk's office of the county where
the operations of said company are carried on, and
the other in the clerk's office of the county in which
such financial office shall be. And in case in any
year such duplicate certificates shall be made and
filed as aforesaid, then during the year succeeding the
first day of June next after the filing of such certificates, the personal estate of such company shall be assessed only in the town or ward named in said certificates, as that in which such financial office is located.
[LLaws of 1861, ch. 170, ~ 2.]
Any company formed under this act may change
its place or places of business, by a vote of the stock



holders, representing two-thirds of the stock, at any
meeting of the stockholders regularly called, and executing and acknowledging an amended certificate,
specifying the names of the towns or cities from and
to which the business location of the company is to be
changed, and in other respects conforming to the original certificate, which amended certificate shall be
signed by the president and two-thirds of the directors
of the company, and shall be filed in the office of the
Secretary of State, and in the office of the clerk of the
county'where the business operations of the company
are to be carried on, and published weekly in two
papers in the towns or cities from and to which the
business operations have been removed, and are to be
carried on for the term  of three months.  But the
property of said company shall' be liable to taxation
in any counity where such property may be, or in
which its business may be done, to the extent of its
property in any such county.  [Laws of 1864, ch.
517, ~ 1.]
The certificate required by section one is conclusive as to the location, and in which the operations of the ccmpany are to be carried
on, and fixes the location of the company for the purposes of taxation.
(Western Transportation Co. v. Schen, 19 N. Y. Reports, 408.)
[Operations of the act extended.] -And any three
or more persons may organize themselves into a corporation in like manner, for the purpose of collecting,
storing and preserving ice, of preparing it for sale, of
transporting it to the city of New York or elsewhere,
and of vending the same [Laws of 1855, ch. 301, ~ 1],
or for the purpose of constructing and using machines
for the raising of vessels or other heavy bodies. [Laws




8
of 1851, ch. 14, ~ 1.]  Any three or more persons
may organize themselves into a corporation in like
manner for the purpose of bottling and selling mineral water, drawn from any natural mineral spring.
[Laws of 1863, ch. 63, ~ 1.] Any three or more persons may organize and form themselves into a corpo —
ration in like manner for the purpose of constructing,.
owning and using vessels and machines, to be. employed for hire in towing vessels, carrying freight and
passengers, and in aiding, protecting and saving vessels and their cargoes, wrecked or in distress on any
of the navigable rivers and lakes in or bordering upon
the state of New York, or on- the high seas, or in the
various arms of the seas and rivers running into the
same, with all the rights appertaining by law, to private individuals performing service as salvors.  [Laws
of 1864, ch. 337, ~ 1.]
Any three or more persons may organize and form
themselves into a corporation, in the like manner, for
the purpose of buying and selling and transporting
coal and peat of all kinds. [Laws of 1865, ch. 307, p.
514.]
Every corporation so formed shall be subject to all
the provisions, duties and obligations contained in this
act, and shall be entitled to all the benefits and privileges thereby conferred, except that such corporations
shall not be confined in their operations to the county in
which their certificate shall be filed. [Laws of 1855,
ch. 301, ~ 2; Laws of 1851, ch. 14, ~ 2; Laws of
1863, ch. 63, ~ 2; Laws of 1864, ch. 337, ~ 2.]  Any
three or more persons are hereby authorized to organize themselves into a corporation, in the mariner pro



AMENDMENT OF 1865.
AN ACT TO AUTHORIZE TIIE FORMATION OF CORPORATIONS FOR
AGRICULTURAL PURPOSES.
[Passed March 29,1865.]
The People of the State of Yew York, represented in Senate and
Assembly, do enact as follows:
SECTION 1. Any three or more persons may organize and form
themselves into a corporation in the manner specified and required
in and by the act entitled " An Act to authorize the formation of
corporations for manufacturing, mining, mechanical or chemical
purposes," passed February seventeenth, eighteen hundred and
forty-eight, for the purpose of propagating, cultivating and
developing the different varieties of the grape, and the manufacture of wines and brandies therefrom, and cultivating sugar
cane, cotton, rice, tobacco, indigo, and other products of the
earth, for preparing the same for market, and for transporting
and disposing of the same. Every corporation so formed shall
be subject to all the provisions and obligations contained in the
aforesaid act, and the several acts amendatory of the same, so far
as they are or may be applicable, and shall be entitled to all the
benefits and privileges conferred by said act and amendatory
acts; except that such corporations shall not be confined in their
operations to the counties in which their certificates shall Le
filed.
~ 2. This act shall take effect immediately.
[Laws of 1865, ch. 234, p. 378.








AMENDMENT OF 1865.
0
AN ACT TO AUTHORIZE TIIE FORMATION OF CORPORATIONS FOIR
AGRICULTURAL PURPOSES.
[Passed March 29, 1865.]
The People of the State of NVew York, represented in Senate and
Assembly, do enact as follows:
SECTION 1. Any three or more persons may organize and form
themselves into a corporation in the manner specified and required
in and by the act entitled " An Act to authorize the formation of
corporations for manufacturing, mining, mechanical or chemical
purposes," passed February seventeenth, eighteen hundred and
forty-eight, for the purpose of propagating, cultivating and
developing the different varieties of the grape, and the manufacture of wines and brandies therefrom, and cultivating sugar
cane, cotton, rice, tobacco, indigo, and other products of the
earth, for preparing the same for market, and for transporting
and disposing of the same. Every corporation so formed shall
be subject to all the provisions and obligations contained in the
aforesaid act, and the several acts amendatory of the same, so far
as they are or may be applicable, and shall be entitled to all the
benefits and privileges conferred by said act and amendatory
acts; except that such corporations shall not be confined in their
operations to the counties in which their certificates shall be
filed.
~ 2. This act shall take effect immediately.
[Laws of 1865, ch. 234, p. 378.








9
vided by this act, and with all the powers, benefits and
privileges thereby conferred, and subject to all the duties, liabilities and restrictions therein imposed, for the
purpose of carrying on the business of constructing,
maintaining and using stationary and floating elevators
or warehouses, for all purposes appertaining to or connected with trade or commerce, in the severaI lkinds of
grain, in the port of New York.  [Laws of 1864, ch.
337, ~ 3.]
[When to become bodies corporate.]-~- 2. When
the certificate shall have been filed as aforesaid, the
persons who shall have signed and acknowledged the
same, and their successors, shall be a body politic and
corporate, in fact and in name, by the name stated in
such certificate; and by that name have succession,
and shall be capable of suing and being sued in any
court of law or equity in this State, and they and their
successors may have a common seal, and may make
and alter the same at pleasure; and they shall, by
their corporate name, be capable in law of purchasing,
holding and conveying any real and personal estate
whatever which may be necessary to enable the said
company to carry on their operations named in such
certificate, but shall not mortgage the same or give
any lien thereon.*
[Trustees to be elected.]-~ 3. The stock, property
and concerns of such company shall be managed by
not less than three, nor more than ninet trustees, who
shall respectively be stockholders in such company
and citizens of the United States, and a majority of
* See Amendment of 1864, page 23, post.
t See Amendment of 1860, page 11, post.
1*




10
whom shall be citizens of this State, who shall, except
the first year, be annually elected by the stockholders,
at such time and place as shall be directed by the bylaws of the company; and public notice of the time
and place of holding such election shall be published
not less than ten days previous thereto, in the newspaper printed nearest to the place where the operations
of the said company shall be carried on; and the
election shall be made by such of the stockholders as
shall attend for that purpose, either in person or by
proxy. All elections shall be by ballot, and each
stockholder shall be entitled to as many votes as he
owns shares of stock in the said company; and the
persons receiving the greatest number of votes shall
be trustees; and when any vacancy shall happen
among the trustees, by death, resignation or otherwise,
it shall be filled for the remainder of the year in such
manner as may be provided for by the by-laws of the
said company.
A corporation that has permitted particular individuals to act as
trustees, and has held them out to the world as such trustees, cannot
afterwards, as against third persons. question the acts of such trustees.
(Lovett v. German Reformed Church, 12 Barb. 67.)
[Failure to hold election.] —  4. In case it shall
happen at any time that an election of trustees shall
not be made on the day designated by the by-laws of
said company, when it ought to have been made, the
company, for. that reason, shall not be dissolved, but it
shall be lawful, on any other day to hold an election
for trustees, in such manner as shall be provided for
by the said by-laws; and all acts of trustees shall be
valid and binding as against such company until their
successors shall be elected.




Though the election of an officer is irregular, if he afterwards acts,
and is recognized by the company as such officer, his acts as such,
within the scope of his authority, are binding on the company. (Partridge v. Badger, 25 Barb. 146.)
[N2umber of Trustees.]-The act entitled " An act
to authorize the formation of corporations for manufacturing, mining, mechanical and chemical purposes,"
passed February seventeenth, eighteen hundred and
forty-eight, is hereby amended so as to allow corporations to be hereafter [April 11, 1860] organized under
said act, with not less than three and not more than
thirteen trustees, instead of being limited to nine in
number, as provided in said act. [Laws of 1860, ch.
269, ~ 1.1
[Number may be increased.] —The number of trustees in any corporation heretofore [April 11, 1860] organized under said act may be increased to not more
than thirteen, as follows: The existing trustees of any
such corporation, or a majority thereof shall make and
sign a certificate declaring how many trustees the corporation shall have in the future management of its
business, and stating the names of the new or additional trustees, which certificate shall be acknowledged
or approved by a subscribing witness, and shall be
filed in the office of the Secretary of State, and in the
clerk's office of the county where the original certificate
of incorporation was filed; and from and after the
filing of such certificate, the trustees of such corporation shall be deemed increased to the number therein
stated, and the persons so named shall be trustees until
a new election of trustees shall be had, according to
said act and the by-laws or regulations of said corporation.  [ILaws of 1860, ch. 269, ~ 2.]




12
[Oficers.]-~ 5. There shall be a president of the
company, who shall be designated from the number of
the trustees, and also such subordinate officers as the
company by its by-laws may designate, who may be
elected or appointed, and required to give such secu.rity for the faithful performance of the duties of their
office as the company by its by-laws may require.
Where an officer, though not empowered by the by-laws of the company to do certain act —e. g., to sign notes or borrow money-has
been permitted to do so, if not authorized for a long time, it was held,
that one who had lent him money for the company and taken a check
of the company, signed by him, could recover against the corporation.
(Beers v. Phenix Glass Co., 14 Barb., 358.)
The president has no authority by virtue of his office merely, without reference to powers actually conferred, to borrow money for the
company. (Life and Fire Ins. Co. v. Mechanic Fire Ins. Co., 7 Wend.,
31.)
An authority given an officer to collect and pay debts, does not involve the power to sell and assign securities without authority from
the trustees. (Jackson v. Campbell, 5 Wend. 572. See. also Hoyt v.
Thompson, 5 N. Y, 320; S. C. 3 Bosw. 267.)
[Trustees to make calls on stockholders.] —~ 6. It
shall be lawful for the trustees to call in and demand
from  the stockholders respectively, all such sums of
money by them subscribed, at such times and in such
payments or installments as the trustees shall deemproper, under the penalty of forfeiting the shares of
stock subscribed for, and all previous payments made
thereon, if payment shall not be made by the stockholders within sixty days after a personal demand or
notice requiring  such payment shall have been published for six successive weeks in the newspaper nearest to the place where the business of the comptany
shall be carried on as aforesaid.




13
[To. make purchases, issue stock, &c.]-The trustees of such company may purchase mines, manufactories and other property necessary for their business,
and issue stock to the amount of the value thereof in
payment therefor; and the stock- so issued shall be declared and taken to be full stock, and not liable to any
further calls; neither shall the holders thereof be liable for any further payments under the provisions of
the tenth section of the said act; but in all statements
and reports of the company, to be published, this
stock shall not be stated or reported as being issued
for cash paid into the company, but shall be reported
in this respect according to the fact. [L;aws 1853,
ch. 333, ~ 2.]
The right to forfeit the stock for non-payment of subscriptions
does not prevent the trustees, if they prefer so to do, to bring an action for the subscription. (Troy Turnpike Company v. McChesney,
21 Wend., 296; Northern Railroad Company v. Miller, 10 Barb., 260.)
But the trustees cannot forfeit the stock and also sue for the subscription. (Small v. Herkimer Manufacturing Company, 2 N. Y. Reports,
330.)
In the absence of proof to the contrary, it will be presumed that
a conveyance to the corporation is pursuant to its powers. (Farmer's
Loan Company v. Curtis, 7 N. Y. Reports, 466.) And a corporation,
although created only for a term of years, may purchase and hold
lands in fee. (Nicoll v. N. Y. & Erie Railroad Co., 12 Barb., 460.)
[Io  make by-laws.] —~ 7. The  trustees  of such
company shall have power to make such prudential
by-laws as they shall deem  proper for the management and disposition of the stock and business affairs
of such company, not inconsistent with the laws of
this State, and prescribing the duties of officers, artificers and servants that may be employed, for the appointment of all officers, and for carrying on all kinds




14
of business within the objects and purposes of such
company.
A by-law of a corporation declared that five directors should be a
quorum for the transaction of " ordinary business." Held, that the
general business of the corporationi thus indicated, embraced the
power of pledging or assigning assets to secure debts. (Hoyt v.
Thompson, 19 N. Y. Reports, 207.) A by-law of a corporation, enacted
under the express authority of an act of the Legislature, and in conformity with the power conferred, has the same force as if it were
enacted by the Legislature. (Brick Church v. Mayor, &c., of N. Y.,
5 Cow., 538; McDermott v. Board of Police, 5 Abbott's Pr., 422.)
[Stock transferable; use offfunds.] —   8. The stock
of such company shall be deemed personal estate, and
shall be transferable in such manner as shall be prescribed by the by-laws of the company; but no shares
shall be transferable until all previous calls thereon
shall have been fully paid in, or shall have been declared forfeited for the non-payment of calls thereon.
And it shall not be lawful for such company to use
any of their funds in the purchase of any stock in any
other corporation.
[Copy of CertiJicate to be evidence. —~ 9. The copy
of any certificate of incorporation, filed in pursuance
of this act,- certified by the county clerk or his deputy
to be a true copy, and of the whole of such certificate,
shall be received in all courts and places as presumptive
legal evidence of the facts therein stated.
[Liability of $tockholders.]-~ 10. All the stockholders of every company incorporated under this act
shall be severally individually liable to the creditors
of the company in which they are stockholders, to an
amount equal to the amount of stock held by them
respectively, for all debts and contracts made by such




company, until the whole amount of capital stock
fixed and limited by such company shall have been
paid in, and a certificate thereof shall have been made
and recorded as prescribed in the following section;
and the capital stock, so fixed and limited, shall all be
paid in, one-half thereof within one year, and the other
half thereof within two years from the incorporation
of said company, or such  corporation  shall be dissolved.
A stockholder is not liable for debts of the corporation, which were
contracted before he became a stockholder. (Tracy v. Yeates, 18
Barb., 152.) A person gave her note for a certain number of shares
of capital stock, said stock to pass to her on payment of her note in
full. It was held that she did not become a stockholder, so as to be'liable as such, until the note was paid. (1b.)
J. subscribed for stock on behalf of W., and at his request, the
stock was apportioned to J. for W., and the latter paid the installments
thereon. It was held that W. was a stockholder, and was personally
liable from the date of the apportionment, and not merely from the
date when the certificate was issued. As soon as the corporation has
any property or valuable franchise, the members become stockholders
in proportion to their respective interests. (Burr v. Wilcox, 22 N. Y.
Reports, 551.)
Where a party was defrauded into a consent to take part in organizing a new company, but before the new organization was completed
he discovered the deception, and actually abandoned the enterprise
before the alleged default in filing the certificate, so that in truth
there was no such corporation, then he is not liable. (Squires v. Brown,
22 Howard Pr., 35.) A stockholder is liable only to the amount of his
stock. (Woodruff & Beach, Iron Works v. Chittenden, 4 Bosworth,
406; Garrison v. Howe, 17 N. Y. Reports, 458.)
[Exception as to Salt Companies.] —No incorporated
company, organized or hereafter to be organized for
the manufacture of salt, under this act, shall be deemed
dissolved, or shall be dissolved on account of the capital stock of such company not being paid in, the one



16
half within one year, and the other half within two
years from the incorporation of such company, provided that such stock shall be paid in within four years
front the organization of such company. [Lawes of
1857, ch. 29, ~'.]
See sections 18 and 24, post.
The two years above limited count from the day the act of incorporation takes effect as a law. (Johnson v. Bush, 3 Barbour's Chancery Reports, 207.)
As to companies organized for the manufacture of salt, the Revised
Statutes contain some further provisions, amongst others that the stock
of any one such company shall not exceed fifty thousand dollars. (See
1 Revised Statutes, page 266 of the first edition.)
[Certificate of the payment of stoCek to be filed.]~11. The president and a majority of the trustees,
within thirty days after the payment of the last installment of the capital stock, so fixed and limited by
the company, shall make a certificate stating the
amount of the capital so fixed and paid in, which certificate shall be signed and sworn to by the president
and a majority of the trustees; and they shall, within
the said thirty days, record the same in the office of
the county clerk of the county wherein the business of
the said company is carried on.
[Annual Report to be made and published.]-~ 12.
Every such  company shall, annually, within twenty
days from the first day of January, make a report,
which shall be published in some newspaper published
in the town, city or village, or if there be no newspaper published in said town, city or village, then in
some newspaper published nearest the place where the
business of said company is carried on, which shall
state the amount of capital, and of the proportion




actually paid in, and the amount of its existing debts,
which report shall be signed by the president and a
majority of the trustees, and shall be verified by the
oath of the president or secretary of said company, and
filed in the office of the clerk of the county where the
business of the company shall be carried on; and if
any of said companies shall fail so to do, all the trustees of the company shall be jointly and severally
liable for all the debts of the company then existing,
and for all that shall be contracted before such report
shall be made.
The provision of this section that all the trustees of the company
shall be jointly and severally liable for all the debts of the company
then existing, and for all that shall be contracted before such report
shall be made-means all those who are trustees when the company
shall so fail-are those whose duty, as managers, it is to see that the
report is made. A trustee who had resigned before the time when
the report should have been made, is not liable to the penalty for the
failure. (Squires v. Brown, 22 Howard Pr., 35.) And trustees who
have neglected to report are personally liable for those debts only
which were contracted while they were in office. The section should
be construed as though the words " during their continuance in office,"
had been added to the end of the sentence. (Shaler & Hall Quarry
Co. v. Bliss, 34 Barb., 309; S.'C., 12 Abbotts' Pr., 470; affirming S.
C., 10 Abbotts' Pr., 211.)
So a trustee who comes into office after a default has been made in
publishing a report, is personally liable for such debts only as are
contracted while he is in office, and before. a report is made and pub
lished. (Boughton v. Otis, 21 N. Y. Reports, 261; affirming S. C., 29
Barb., 196; Shaler & Hall Quarry Co. v. Brewster, ]O Abbotts' Pr.
464.)
To charge the trustees with individual liability for a debt of the
corporation, by reason of the failure to file and publish the annual
report required by law, such debt must have been contracted during
a default, or have existed at the time of a subsequent default. (Garrison v. Howe, 17 Nr. Y. Reports, 458.)
A judgment against the corporation for costs, is a "debt" for




which the trustees are personally liable under this section. (Andrews
v. Murray, 9 Abbotts' Pr., 8.)
The record of a judgment against the company, and an execution
thereon returned unsatisfied, are prima facie evidence that the debt
so recovered was a valid debt of the company, and the burden of
proving collusion or mistake is upon the defendant. (Belmont v.
Coleman, 1 Bosworth's Reports, 189.)
A stockholder, who is also a creditor of the company, cannot set
off its indebtedness to him against his liability for its debts. (U. S.
Trdst Co. v. U. S. Fire Ins. Co., 18 N. Y. Reports, 199.)
A stockholder who is sued to enforce his individual liability, cannot defend himself on the ground of a defect in the proceedings to
organize the company. (Eaton v. Aspinwall, 19 New. York Reports,
119.)
A stoclkholder may defeat an action brought to enforce his individual liability for its debts incurred before the capital stock was
paid up, by showing that he has already paid, on account of the debts
of the corporation, a sum equal to the amount of his stock. (Garrison
v. Howe, 17 New York Reports, 458.)
A stockholder sued to enforce his individual liability in a case
where an account and the enforcing of all such liabilities would relieve him from the whole or a part of the debt claimed, may himself
institute a suit for such account, and for distribution. (Garrison v.
Howe, 17 New York Reports, 458.)
See sections 10 and 18, ante.
[Payment of dividends when company is insolvent.]
-- 13. If the trustees of any such company shall
declare and pay any dividend when the company is
insolvent, or any dividend the payment of which
would render it insolvent, or which would diminish
the amount of its capital stock, they shall be jointly
and severally liable for all the debts of the company then existing, and for all that shall be thereafter
contracted while they shall respectively continue in
office:  Provided,  That if any of the trustees shall
object to the declaring of such dividend, or to the pay



ment of the same, and shall, at any time before the
time fixed for the payment thereof, file a certificate of
their objection in writing with the clerk of the company and with the clerk of the county, they shall be
exempt from the said liability.
[Stock to be paid in cash.]-~ 14. Nothing but
money shall be considered as payment of any part of
the capital stock, and no loan of money shall be made
by any such company to any stockholder therein; and
if any such loan shall be made to a stockholder, the
officers who shall make it, or who shall assent thereto,
shall be jointly and severally liable to the extent. of
such loan and interest, for all the debts of the company
contracted before the repayment of the sum so loaned.
[False certificate or report.]-~ 15. If any certificate or report made, or public notice given, by the
officers of any such company, in pursuance of the
provisions of this act, shall be false in any material
representation, a.ll the officers who shall have signed
the same, knowing it to be false, shall be jointly and
severally liable for all the debts of the company contracted while they are stockholders or officers thereof.
[Executors and others holding stock, not liable.]~ 16. No person holding stock in any such company,
as executor, administrator, guardian or trustee, and
no person holding such stock as collateral security,
shall be personally subject to any liability as stockholder of such company; but the person pledging
such stock shall be considered as holding the same,
and shall be liable as a stockholder accordingly; and
the estates and funds in the hands of such executor,
administrator, guardian or trustee shall be liable in like




20
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.
[Executors, &c., to vote.] —~ 1i. Every such executor, administrator, guardian or trustee, shall represent the share of stock in his hands at all meetings of
the company, -and may vote accordingly as a stockholder; and every person who shall pledge his stock
as aforesaid, may nevertheless represent the same at
all such meetings, and may vote accordingly as a
stockholder.
[Liability to laborers, servants, &c.] —~ 18. The
stockholders of any company organized under the
provisions of this act, shall be jointly and severally
individually liable for all debts that may be due and
owing to all their laborers, servants and apprentices,
for services performed for such corporation.
See section 10, ante, and section 24, post.
[Alteration or repeal of this act.] —  19. The Legislature may at any time alter, amend or repeal this act,
or may annul or repeal any incorporation formed or
created under this act; but such amendment or repeal
shall not, nor shall the dissolution of any such company take away or impair any remedy given against any
such corporation, its stockholders or officers, for any
liability which shall have been previously incurred.
[Company may increase or diminish stock.]-~ 20.
Any corporation or company heretofore formed, either
by special act or under the general law, and now ex



21
isting for any manufacturing, mining, mechanical or
chemical purposes, or any company which may be
formed under this act, may increase or diminish its
capital stock by complying with the provisions of this
act, to any amount which may be deemed sufficient
and proper for the purposes of the corporation, and
may also extend its business to any-other manufacturing, milling, mechanical or chemical business, subject to the provisions and liabilities of this act. But- before any corporation shall be entitled to diminish the
amount of its capital stock, if the amount of its debts
and liabilities shall exceed the amount of capital to
which it is proposed to be reduced, such amount of
debts and liabilities shall be satisfied and reduced so
as not to exceed such diminished amount of capital;
and any existing company, heretofore formed under
the general law, or any special act, may come under
and avail itself of the privileges and provisions of this
act, by complying with the following provisions; and
thereupon such company, its officers and stockholders
shall be subject to all the restrictions, duties and liabilities of this act.
[Xotice thereof to be given.] —~ 21. Whenever any
company shall desire to call a meeting of the stockholders, for the purpose of availing itself of the privileges and provisions of this act, or for increasing or
diminishing the amount of its capital stock, or for
extending or changing its business; it shall be the duty
of the trustees to publish a notice, signed by at least
a majority of them, in a newspaper in the county,
if any shall be published therein, at least three
successive weeks, and to deposit a written or printed




copy thereof in the post-office, addressed to each stockholder at his usual place of residence, at least three
weeks previous to the day fixed upon for holding such
meeting, specifying the object of the meeting, the
time and place when and where such meeting shall be
held, and the amount to which it shall be proposed to
increase or diminish the capital, and the business to
which the company would be extended or changed;
and a vote of at least two-thirds* of all the shares of
stock shall be necessary to an increase or diminution
of the amount of its capital stock, or the extension or
change.of its business as aforesaid, or to enable a company to avail itself of the provisions of this act.
[Organization and conducting of mreetings.]-~ 22.
If, at any time and place specified in the notice provided for in the preceding section of this act, stockholders shall appear in person or by proxy, in number
representing not less than two-thirds of all the shares
of stock of the corporation, they shall organize by
choosing one of the trustees chairman of the meeting,
and also a suitable person for secretary, and proceed
to a vote of those present, in person or by proxy; and
if, on canvassing the votes, it shall appear that a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, or of
extending or changing its business as aforesaid, or for
availing itself of the privileges and provisions of this
act, a certificate of the proceedings showing a compliance with the provisions of this act, the amount of
capital actually paid in, the business to which it is extended or changed, the whole amount of debts and lia* See page'7, ante.




23
bilities of the company, and the amount to whieh the
capital stock shall be increased or diminished, shall
be made out, signed and verified by. the affidavit of
the chairman, and be countersigned by the secretary;
and such certificate shall be acknowledged by the
chairman, and filed as required by the first section of
this act; and when so filed, the capital stock of such
corporation shall be increased or diminished, to the
amount specified in such certificate, and the business
extended or changed as aforesaid, and the company
shall be entitled to the privileges and provisions, and
be subject to the liabilities of this act, as the case may
be.![Indebted/ness of Company.] —~ 23. If the indebtedness of any such company shall at any time exceed
the amount of its capital stock, the trustees of such
company assenting thereto shall be personally and individually liable for such excess to the creditors of
such company.
Any corporation formed under the said act passed
Feb. 17, 1848, or of the acts amending or extending
the said act, may secure the payment of any debt
heretofore contracted or which may be contracted by
it in the business for which it was incorporated, by
mortgaging all or any part of the real estate of such
corporation; and every mortgage so made shall be as
valid, to all intents and purposes, as if executed by an
individual owning such real estate: Provided, that the
written assent of the stockholders owning at least twothirds of the capital stock of such corporation shall
first be filed in the office of the clerk of the county
where the mortgaged property is situated. [Laws of
1864, ch. 517, ~ 2.]




24
An assignment executed by a manufacturing corporation formed
under this act, of all its property in trust for the benefit of creditors,
if made in contemplation of insolvency, is void, notwithstanding it
provides for an equal distribution of the assets of the corporation
among all its creditors. (Loring v. U. S. Vulcanized Gutta Percha and
B. Co., 36 Barb., 329; affirming 30 Id., 644.)
[Stockholders, when not liable.] —~ 24. No stockholder shall be personally liable for the payment of
any debt contracted by any company formed under
this act, which is not to be paid within one year from
the time the debt is contracted, nor unless a suit for
the collection of such debt shall be brought against
such company within one year after the debt shall become due; and no suit shall be brought against ally
stockholder who shall cease to be a stockholder in any
such company, for any debt so contracted, unless the
same shall be commenced within two years from the
time he shall have ceased.to be a stockholder in such
company, nor until an execution against the company
shall have been returned unsatisfied in whole or in
part.
Quarterly rent agreed to be paid for the use of premises for one
year, is a debt contracted to be paid within a year under this sec
tion. (Lewis v. Ryder, 13 Abbotts' Pr., 1.)
[Stock Books to be kept.]-~ 25.  It shall be the
duty of the trustees of every such corporation or comlpany to cause a book to be kept by the treasurer or
clerk thereof, containing the names of all persons, alphabetically arranged, who are, or shall within six
years hav'e been stockholders of such company, and
showing their places of residence, the number of
shares of stock held by them respectively, and the




25
time when they respectively became the owners of
such shares, and the amount of stock actually paid in;
which book shall, during the usual business hours of
the day, on every day except Sunday and the fourth
day of July, be open for the inspection of stockholders and creditors of the company, and their personal
representatives, at the office or principal place of
business of such company, in the county where its
business operations shall be located; and any and
every such stockholder, creditor or representative shall
have a right to make extracts from such book; and no
transfer of stock shall be valid for any purpose whatever, except to render the person to whom it shall be
transferred liable for the debts of the company, according to the provisions of this act, until it shall have
been entered therein as required by this section, by
an entry showing to and from whom transferred.
Such book shall be presumptive evidence of the facts
therein stated, in favor of the plaintiff, in any suit or
proceeding against such company, or against any one
or more stockholders.  Every officer or agent of any
such company, who shall neglect to make any proper
entry in such book, or shall refuse or neglect to exhibit the same, or allow the same to be inspected, and
extracts to be taken therefrom, as provided by this
section, shall be deemed guilty of a misdemeanor;
and the company shall forfeit and pay to the party injured a penalty of fifty dollars for every such neglect
or refusal, and all the damages resulting therefrom:
And every company that shall neglect to keep such
book open for inspection as aforesaid, shall forfeit to
the people the sum of fifty dollars for every day it
2




26
shall so neglect, to be sued for and recovered in the
name of the people, by the  district attorney of the
county in which the business of such corporation shall
be located; and when so recovered, the amount shall
be paid into the treasury of such county for the use
thereof.
Any officer of the corporation having charge of the books, though
he submit them to the inspection of a stockholder, yet if he refuses to
permit him to make extracts, is liable to the penalty. (Cotheal v.
Brower, 5 N. Y. Reports, 562. See Tracy v. Yates, 18 Barb., 152.)
[General  Powers.]-~ 26. Every corporation  created under this act shall possess the general powers
and privileges, and be subject to the liabilities and restrictions contained in title third of chapter eighteen
of the first part of the Revised Statutes: And the provisions of section six, article first, title two, chapter
thirteen of the first part of the Revised Statutes shall
apply to every such corporation.  [As  amended, Laws
of 1861, ch. 170, ~ 1.]
The title of the Revised Statutes referred to reads
as follows:
SECTION 1. Every corporation, as such, has power,
1. To have succession, by its corporate name, for the period limited in its charter; and when no period is limited, perpetually.
2. To sue and be sued, complain and defend, in any court of law
or equity.
3. To make and use a common seal, and alter the same at pleasure.
4. To hold, purchase and convey such real and personal estate, as
the purposes of the corporation shall require, not exceeding the
amount limited in its charter.
5. To appoint such subordinate officers and agents as the business
of the corporation shall require, and to allow them a suitable compensation.
6. To make by-laws not inconsistent with any existing law, for the
management of its its property, the regulation of its affairs, and for the
transfer of its stock.




27
~ 2. The powers enumerated in the preceding section shall vest in
every corporation that shall hereafter be created, although they may
not be specified in its charter, or in the act under which it shall be
incorporated.
~ S. In addition to the powers enumerated in the first section QI
this title, and to those expressly given in its charter, or in the act 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.
~ 4. No corporation created, or to be created, and not expressly
incorporated- for banking purposes, shall, by any implication or construction, be deemed to possess the power of discounting bills, notes
or other evidences of debt, of receiving deposits, of buying gold and
silver, bullion or foreign coins, of buying and selling bills of exchange,
or of issuing bills, notes or other evidences of debt, upon loan, or for
circulation as money.
~ 5. When the whole capital of a corporation shall not have been
paid in, and the capital paid shall be insufficient to satisfy the claims
of its creditors, each stockholder shall be bound to pay on each share
held by him the sum necessary to complete the amount of such share,
as fixed by the charter of the company, or such proportion of that
sum as shall be required to satisfy the debts of the company.
~ 6. When the corporate powers of any corporation are directed
by its charter to be exercised by any particular body or number of
persons, a majority of such body or persons, if it be not otherwise
provided in the charter, shall be a sufficient number to form a quorum
for the transaction of business; and every decision of the majority of
the persons duly assembled as a board, shall be valid as a corporate
act.
~ 7. If any corporation hereafter created by the Legislature shall
not organize and commence the transaction of its business within one
year from the date of its incorporation, its corporate powers shall
cease.
~ 8. The charter of every corporation that shall hereafter be
granted by the Legislature, shall be subject to alteration, suspension,
and repeal, in the discretion of the Legislature.




28
~ 9. Upon the dissolution of any corporation created or to be
created, and unless other persons shall be appointed by the Legislature, or by some court of competent authority, the directors or.managers of the affairs of such corporation at the time of its dissolution,
by whatever name they may be known in law, shall -be the trustees
of the creditors and stockholders of the corporation dissolved, and
shall have full power to settle the affairs of the corporation, collect
and pay the outstanding debts, and divide among the stockholders the
moneys and other property that shall remain, after the payment of
debts and necessary expenses.
~ 10. The persons so constituted trustees shall have authority to
sue for and recover the debts and property of the dissolved corporation, by the name of the trustees of such corporation, describing it by
its corporate name, and shall be jointly and severally responsible to
the creditors and stockholders of such corporation, to the extent of
its property and effects, that shall come into their hands.
~ 11. The dissolution of a corporation by a decree of the Cburt of
Chancery, or by the expiration of its charter, or otherwise, shall not
abate any suit or proceedings in favor of such corporation, which
shall have been pending at the time of such dissolution, but all such
suits may be continued by the receivers who shall have been appointed for such corporation by the Court of Chancery, or by the
trustees, on whom the estate and effects of such corporation shall have
devolved in the name of such corporation, or in the names of such
receivers or trustees who may be substituted as plaintiffs under the
direction of the court in which the suit shall be pending, and subject
to such order as the court may deem expedient in relation to the
payment or security of costs.
~ 12. Whenever a receiver of the property or effects of a corporation has been appointed before its dissolution, or afterwards, new
suits may be brought and carried on by any such receivers, either in
their own names or in the names of the corporation for which they
shall have been appointed, but no new suit shall be brought in the
name of a corporation after it shall have been dissolved, or after the
expiration of its charter.
~ 13. No suit commenced in the name of any such receiver shall
be abated by his removal or death, but the same may be continued in




29
the name of its successor, or of the corporation, if its charter has not
expired or been dissolved, as may be directed by the court in which
the suit shall be pending.
~ 14. The court in which any suit or proceeding against a corporation which shall have been dissolved by the decree of the Supreme
Court, or by the expiration of its charter or otherwise, shall be pending at the time of such dissolution, shall have power on the application of either party thereto, to make an order for the continuance of
such suit or proceeding; and the same may be thereafter continued
until a final judgment. or decree shall be had therein, which shall
have the like effect upon the rights of the parties as if such corporation had not been dissolved.
[Treasurer to render statement of assets, cbc.]-~ 27.
Whenever any person or persons owning five per cent.
of the capital stock of any company, not exceeding
one hundred thousand dollars, or any person or persons owning three per cent. of the capital stock of any
company exceeding one hundred thousand dollars,
formed under the provisions of this act, shall present
a written request to the treasurer thereof, that they
desire a statement of the affairs of such company, it
shall be the duty of such treasurer to make a statement of the affairs. of said company, under oath, embracing a particular account of all its assets and liabilities, in minute detail, and to deliver such statement
to the person who presented the said written request
to said treasurer, within twenty days. after such presentation, and shall also at the same time place and
keep on file in his office, for six months thereafter, a
copy of such statement, which shall at all times, during
business hours, be exhibited to any stockholder of said
company demanding an examination thereof; such
treasurer, however, shall not be required to deliver
2t




30
such statement, in the manner aforesaid, oftener than
once in any six months. If such treasurer shall neglect or refuse to comply with any of the provisions of
this act, he shall forfeit and pay to the person presenting said written 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,
to be sued for and recovered in any court having cognizance thereof. [Laws of 1854, ch. 201, ~ 1, as awended
by Laws of 1862, ch. 472, ~ I.]
Should not any such written statement, as is required
by section one of this act, be demanded during the
year preceding the annual meeting of the stockholders
of any company, formed under the provisions of this
act, for the election of directors or trustees, it shall be
the duty of the treasurer of every such company to
prepare and exhibit to the stockholders then and there
assembled a general statement of the assets and liabilities of such company. [Laws of 1862, ch. 472,
2.]




APPENDIX.
— Certificate of Incorporation where business to be
carried on within the State.
State of New York, Town [or city] of
County of, ss. 
We [insert names of subscribers, to be not less than
three] do hereby certify that we desire to form a company pursuant to the provisions of an act entitled,
" An act to authorize the formation of corporations
for manufacturing, mining, mechanical or chemical purposes," passed February 17, 1848, and of the several acts
extending and amending said act. That the corporate
name of the said company is to be [insert name. of company], and the objects for which the company is to be
formed are [inser't objects for which company fed;]
that the amount of the capital stock of the said company is to be [insert amount of capitcd  stock;] that the
term of the existence of the said company is to be
[state number of years, not exceeding fifty years;] that
the number of shares of which the said stock is to consist, is to be [insert number,] and the number of the
trustees who shall manage the concerns of said company for the first year is [insert number of trustees, not
less than three nor more than nine,] and the names of
such trustees are [insert natmes of trustees,] *and the
names of the town and county [or towns and counties]
in which the operations of the said company are to be




32
carried on are [insert names of town and county, or
towns and counties.]
(To be signed by the persons whose names are inserted at the
commencement of the certificate, in the presence of, and to be acknowledged before some officer competent to take the acknowledgment
of deeds. When so signed and acknowledged, it is to be filed with
the clerk of the county in which it is stated that the operations of
the company are to be carried on, and a certified copy is to be filed
in the office of the Secretary of State.)
On this         day of
A.D. 1860, before me personally appeared [insert names of subscribers to
the certeflcate,] to me known to be the
individuals described in the foregoing
certificate, and they severally, before
me, signed the said certificate, and
acknowledged  that they  signed  the
same for the purposes therein  mentiofned.
[Signature and designation of offcer.]
II.-Certiflcate of Incorporation where business or a
part of it is to be carried on out of the State.
[Proceed as in preceding form  to the asterisk.*]
The said company is formed for the purpose of carrying on some part of its business out of the State of
New York, namely, at [insert name of place,] and the
names of the town and county in which the principal
part of the business of the said company is to be transacted are [insert names of town and county.]
(To be signed, acknowledged and filed as directed with respect to
Certificate No. 1.)




INDEX.
A.
ACTIONS, by and against corporations, 9.
not to abate by dissolution of corporations, 28.
for penalties, 25.
against stockholders, 14, 24.
ADMINISTRATOR holding stock, not personally liable, 19.
may represent share of stock in his hands and vote as stockholder, 20.
ANNUAL REPORT, company to make, 16.
APPRENTICES, liability of stockholders for debts to, 20.
B.
BOOK, containing names of stockholders and other particulars to be
kept, and to be open for inspection, and to be evidence, 24.
neglecting to make entries in, or to refuse inspection of, a
misdemeanor, 25.
BUSINESS of company may be extended, 21.
place of business to be designated, 5.
may be changed, 7.
BY-LAWS, trustees may make, 13.
C.
CAPITAL STOCK, when to be paid in; 12, 15.
president to make and record certificate of payment of, 16.
annual report of amount of capital, and proportion actually
paid in, 16.
not to be reduced by dividends, 18.
only money to be considered as payment for, 19.




34
CAPITAL STOCK, how it may be diminished or increased, 20, 21.
liability of trustees, if indebtedness of company exceeds, 23.
account of stock paid in to be kept, 24.
CERTIFICATE OF INCORPORATION, what to state, 4, 5.
where and how filed, 4, 6.
form of, 31, 32.
effect of, on taxation of company, 6.
conclusive evidence as to location, 7.
certified copy to be evidence, 14.
of payment of capital stock, president and majority of trustees to make and record, 16.
showing compliance with act, in order to increase or diminish capital or change business of company, 21, 22.
false, penalty for, 19.
CLERK or treasurer to keep record of stockholders, transfers of
stock, &c., 24.
COMMON SEAL, corporations may use, 9, 26.
COMPANIES, how formed, 4.
term of corporate existence, 4.
extending time of corporate existence, 5.
effect of certificate on location of, 5.
when they become bodies corporate, 9.
not dissolved by neglecting to hold election of trustees on
day appointed, 10.
president and subordinate officers to be designated, 12.
not to use funds to purchase stock in any other corporation,
14.
salt, exception as to, 15.
to make annual report of amount of capital, debts, &c., 16.
capital stock may be diminished or increased, 20.
business of, may be extended to any other business within
the act, 21.
existing, may avail themselves of this act, 20.
penalty on, for neglecting to keep records of stockholders,
transfers, &c., or refusing to exhibit such book, 25.
See Corporation.
CORPORATE EXISTENCE, term of, 4.
extending term of, 6.
CORPORATION, when company becomes a, 9.
may use common seal, 9.




35
CORPORATION, suits by and against, 9.
may purchase, hold and convey real and personal estate, 9.
may mortgage or give lien on property, 23.
trustees to manage stock, property and concerns of, 9.
certificate of, to be evidence, 14.
-power of Legislature over, 20.
capital stock of, may be diminished or increased, 20.
business of, may be extended to other business within the
act, 21.
formed under this act, to possess powers and be subject to
certain liabilities prescribed by the Revised Statutes,,26.
not to discount bills, receive deposits, buy gold or silver, orissue notes to circulate as money, 27.
See Companies.
CREDITORS, liability of stockholders to, 14, 24.
being laborers, servants or apprentices, liability of stockholders to, 20.
liability of trustees to, where indebtedness exceeds capital
stock, 18.
on neglect to file annual report, 16.
to have free access to record of names of stockholders, 25.
See Liability, Stockholders and Trustees.
D.
DEBTS, annual report of, to be made and filed, 16.
when trustees liable for, 16.
when officers of company liable for, 19.
to laborers, servants and apprentices, liability of stockholders for, 20.
DISSOLUTION of companies for not paying up capital stock, 11.
by act of the Legislature, 14, 15.
not to impair any existing liability of stockholders or officers
of the company, 15.
by not organizing within a year after incorporation, 27.
not worked by failure to hold election, 10.
effect of, and proceedings after, 15, 27.
DIVIDENDS, not to be paid out of capital stock, 18.




36
E.
ELECTIONS OF TRUSTEES to be annual, 9.
notice of, 10.
by whom, 10.
to be by ballot, 10.
neglect to hold, on day appointed, 10.
persons holding stock as executors, administrators, guardians
or trustees, may vote at, 20.
pledgor of stock may vote at, 20.
ELEVATORS, companies using and constructing, may be incorporated, 8, 9.
EXECUTOR holding stock and not personally liable, 19.
may represent share of stock in his hands, and vote as stockholder, 20.
EXISTING COMPANIES may avail themselves of the provisions of
this act, 21.
EVIDENCE, certified copy certificate of incorporation to be, 14.
book containing names of stockholders, numbers of shares
held by each, and other particulars, to be evidence, 25.
F.
FALSE REPORT, liability of officers of company for making, 19.
FORFEITURE OF STOCK, for not paying calls, 12, 14.
FORM of certificate of incorporation, where business to be carried on
within the State, 31.
of certificate of incorporation, where business to be carried
on in part out of the State, 32.
FUNDS, not to be used to purchase stock in any other corporation,
14.
G.
GUANO, companies formed for mining of, 4.
GUARDIAN holding stock not personally liable, 19.
may represent share of stock in his hands, and vote as stockholder, 20.
I.
ICE COMPANIES may be formed under this act, 7, 8.
INDIVIDUAL LIABILITY. See Liability.
INSOLVENT, dividends not to be paid when company is, 18.




LABORERS, liability of stockholders for debt to, 20.
LEGISLATURE, powers of, over companies found under this act, 20.
LIABILITY of stockholders to creditors, 14, 24.
to laborers, servants and apprentices, 20.
limited, 24.
of trustees, for debts, by not making and filing annual report, 186.
of trustees, for paying dividends when company insolv.eat,
18.
of officers, for money loaned to stockholders, 19.
of officers, for making false report, 19.
of persons holding stock as executors, administrators, guardians or trustees, and of pledges of stock, 19.
when not impaired by dissolution of company, 20.
of trustees, when indebtedness of company exceeds capital
stock, 28.
LOAN OF MONEY to stockholders prohibited, 19.
M.
MEETINGS of stockholders for certain purposes, how called, 21.
of stockholders for certain purposes, how organized, 22.
MINERAL WATERS, corporations for bottling, may be formed under
this act, 8.
MONEY only to be considered as payment for capital stock, 19.
not to be loaned to any stockholder, 19.
MORTGAGE, corporations may make, 23.
0.
OFFICERS.to be elected, 9, 12.
may be required to give security, 12.
liability of, for money loaned to stockholders, 19.
liability of, for making false report, 19.
neglecting to make entries in book of stockholders, transfers,
&c., or to allow an inspection of such book, guilty of a
misdemeanor, 24.
See President, Trustees.




38
P.
PENALTIES, for not keeping record of stockholders, stock transfers,
&e,, 24, 25.
against treasurer for not making and filing statement of the
affairs of the company when duly requested, 29, 30.
PLEDGEE of stock not personally liable, 19.
PLEDGOR of stock to remain personally liable, 19.
of stock may vote as stockholder, 20.
PRESIDENT and subordinate officers to be elected, 12.
to make and record a certificate of the payment of capital
stock, 16.
to make and file annual report of amount of capital paid,
debts, &c., 16.
PROPERTY OF CORPORATIONS may be purchased, held and conveyed, 9.
may be mortgaged, 23.
trustees to manage, 9.,-PROXY, votes by, for trustees, 10.
R.
RECEIVER of dissolved corporations, powers of, 28,
REPORT to be made annually of amount of capital, debts, &c., 16.
false, liability of officers for making, 19.
REVISED STATUTES, certain provisions of, applicable to corporations formed under this act, 26.
provisions of, applicable to companies to manufacture salt, 16.
S.
SALT, companies for the manufacture of, when capital stock to be
paid in, 15.
companies for manufacture of, provisions of Revised Statutes
as to, 16.
SEAL. See Common Seal.
SERVANTS, liability of stockholders for debts to, 20.
SHARES of stock may be forfeited, 12.
See Stock.
STOCK, trustees to manage, 9.
forfeiture of, 12.
may be issued to pay for mines, manufactories and other
property purchased by trustees, 13.




39
STOCK, issued to pay for property, not to be reported as cash, 13.
to be deemed personal estate, 14.
how transferred, 14, 25.
in other corporations, not to be bought, 14.
when to be paid in, 14, 15.
transfer of, not to be valid unless registered, 25.
STOCKHOLDERS, votes of, for trustees, 8.
of stock issued, to pay for property purchased, not liable for
further payments under section ten, 9.
liability of, to creditors, 11, 15, 22.
money not to be loaned to, 14.
who are executors, administrators, guardians or trustees, not
personally liable, 14.
who hold only as pledgees, 14.
pledgors of stock remain liable as, 14.
executors administrators, guardians and trustees may vote
as, 15.
pledgor of stock may vote as, 15.
liable for debts due laborers, servants and apprentices, 15.
meetings of, for certain purposes, how called, 16.
liability of, limited, 18, 19.
book containing names of, and number of shares held by, to
be kept, 19, 20.
to have free access to records of names of stockholders, 20.
may require treasurer to make statement of affairs of company, 24.
SUBSCRIPTIONS, trustees may call in, 12.
T.
TRANSFER OF STOCK, how effected, 14, 25.
not to be valid unless registered, 25.
TREASURER or clerk to keep record of stockholders, transfers of
stock, &c., 29.
to make up statement of the affairs of the company, 29.
TRUSTEE, persons holding stock as, not personally liable, 19.
may represent share of stock in his hands, and vote as stock-.
holder, 20.
TRUSTEES, number of, 9, 11.
qualifications of, 9.
how chosen, 9.




4o
TRUSTEES, va anciei, how filled, 10.
when acts of, are not to be questioned, 10.
effect of neglect to hold election for, 10.
may act till successors elected, 10.
number of, may be increased, 11.
may call in subscriptions, 12.
may purchase mines, manufactories and other property necessary, and pay for the same with stock, 13.
may make by-laws, 13,.
majority of, to make and record certificate of payment of
capital stock, 16.
majority of, to make and file annual report of amount of
capital paid, debts, &c., 16.
when liable for debts, for not making and filing annual report, 16.
liability of, for paying dividends when company is insolvent, 18.
how they may exempt themselves from liability in certain
cases, 18.
duty of, in calling meetings for certain purposes, 21.
liability of, when indebtedness of company exceeds capital
stock, 23.
to cause a record of names of stockholders to be kept, 24, 26.
majority may act, 27.
powers of, on a dissolution of corporation, 28.
V.
VACANCIES in office of trustees, how filled, 10.
VESSELS, the raising of, 8.
the towing of, and carrying freight and passengers upon, 8.
VOTES may be by proxy, 10.
may be by executors, administrators, guardian or trustee, 20.
may be by one who has pledged his stock, 20.
W.
WAREHOUSES, companies using and constructing, 8, 9.
WRECKS, companies for saving and protecting, may be organized
under this law, 8,




AMENDMENTS
MADE  BY  THE  LEGISLATURE  OF  1866.
The People of the State of' New York, represenlted in Senate and
Assembly, do enact asfollos:
[Encrease of Capital Stock.]-SECTION 1. Any company formed
under the said act entitled  " An act to authorize the formation
of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, eighteen hundred
and forty-eight, may increase the number of shares of which its
capital stock consists; provided the capital stock of such company shall not thereby be increased or diminished.
~ 2. Such increase shall be made by a vote ofthe stockholders in
favor thereof, representing two-thirds of the capital stock, at any
meeting of the stockholders called in the manner prescribed in
the act hereby amended, and by executing and acknowledging an
amended certificate specifying the number of shares of which the
said capital stock of said company shall thereafter consist, and the
par value of each share, and in other respects conforming to the
original certificate, which amended certificate shall be signed by
the president and two-thirds of the directors of the company, and
shall be filed in the office of the Secretary of State, and in the
Clerk's office of the County where the original certificate was
filed.
~ 3. Each stockollder shall be entitled to a certificate for
such a number of shares of said capital stock after the whole
number has been increased as aforesaid, as shall at their par value
be equal to the par value of the shares theretofore held by him
in such company, on surrendering the certificates for said shares so
held by him  to b)e cancelled; provided that such increase shall
not so divide the shares as to give the fractional part of a share
to any stockholder.-(Laws of 1866, ch. 73.)
[Operation of the act extendel.l —Any three or more persons
may organize and form themselves into a corporation in the manner provided by the foregoing act, for the purpose of accumulating, storing, conducting, furnishing and supplying water for
mining purposes, and may acquire, take, hold, lease and convey
lands and water power suitable for those purposes.
Every corporation so formed and the stockholders thereof
shall be subject to all the provisions, duties and obligations contained in the above mentioned act, and shall be entitled to all
the benefits and privileges thereby conferred, except that such
corporations shall not be confined in their operations to the
county in. which their certificate shall be filed.
It shall and may be lawful for any corporation heretofore incorporated for mining purposes under the act mentioned in the
first section, to conduct the business for which the formation of
corporations is authorized by said first section, provided the intention so to do shall be specified among the objects for which
such corporation is formed in its certificate of incorporation.(Laws of 1866, cih. 371.)




[Title /' Act Amended. ] —The first section of the foregoing act,
is amended by inserting after the words " any kind of manufacturing, mining, mechanical, or chemical business," the words, " or
the business o. building and keeping a hotel, or for building and
maintaining museums, or for curative purposes."
The title of said act is hereby amended by inserting after the
words " or chemical," the words " or other."-(Lawzs o/' 1866. ch.
799.)
The title of said act is further amended so as to read as follows: "An act to authorize the formation of corporations for
manufacturing, mining. mechanical, chemical, agricultural, horticultural, medical or curative, mercantile or commercial pur)oses."
[Formatio qof' Conompazy.]-At any time hereafter, any three or
inore persons may form a corporation for the purpose of carrying
on any kind of manufacturing, mining, mechanical, chemical, agricultural, horticultural, medical, or curative business, may make,
sign, and acknowledge, before some officer competent to take acknowledgment of deeds, and file the same in the office of the clerk
of the county in which the business of the company shall be carried on, and a duplicate in the office of the Secretary of State, a
certificate in writing in which shall be stated the corporate name
of said company and the objects for which it shall be formed, the
amount of its capital stock, the number of shares of which said
stock shall consist, the term of its existence not exceeding fifty
years, the number of its trustees, and the names of those who
shall manage the concerns of the company for the first year, and
the names of the town or city and county in which the operations
of said company shall be carried on.
It shall be lawful for any manufacturing company heretofore
or hereafter organized under the provisions of this act or the act
hereby amende l, to hold stock in the capital of any corporation
engaged in the business of mining, manufacturing, or transporting such materials as are required in the prosecution of the business of such company, so long as they shall fumish or transport
such materials for the use of such company, and for two years
thereafter and no longer; and the trustees of such company shall
have the same power with respect to the purchase of such stock
and issuing stock therefor as are now given by law with respect
to the purchase of mines, manufactories, and other property necessary to the business of manufacturing companies. But the
capital stock of such company shall not be increased without the
consent of the owners of two-thirds of the stock, to be obtained
as provided by sections twenty-one and twenty-two of the act
hereby amended.
When any such manufacturing company shall be a stockholder
in any other corporation, its president or other officers shall be
eligible to the office of trustee of such corporation, the same as
if they were individually stockholders therein.-(La'ws of 1866,
ch. 838).