raat ety Gt teste ify raat Pants sana NAIA ede rape eth ae eae ae Goruell Law School Gibrary y Libra: FN5340.A3 1884 Thi CORPORATION CODE. LAWS OF NEW YORK RELATING TO PRIVATE CORPORATIONS, JOINT STOCK COMPANIES, AND ASSOCIATIONS, INCLUDING SUITS AND PROCEEDINGS BY AND AGAINST THEM, ANT THE OFFICERS THEREOF, IN CIVIL AND CRIMINAL ACTIONS AND 4 PROCEEDINGS. \ 1 (Laws in Force January Ist, 1884.) t ¢ PART I.—GreneRat Laws. PART II.—Sprora, Laws RELATING TO PARTICULAR KINDS OF PRIVATE -CORPORATIG.NS, ETC. (EXCEPTING BANKS, INSURANCE AND RAILROAD COMPANIES). PART IIL—PrRacticat Forms. EDITED BY A MEMBER OF THE N. Y. BAR. NEW YORK: L. K. STROUSE & CO., LAW PUBLISHERS, 95 NASSAU STREET. 1884, Entered, according to Act of Congress, in the year | By L. K. STROUSE & CO., In the Office of the Librarian of Congress at Washingt: CONTENTS. PART L PAGE GENERAL LAWS AND PROCEEDINGS AFFECTING ALL CORPORATIONS, JOINT STOCK COMPANIES, AND ASSO- CIATION aise o0.i s werisieeneeus «vse ss aarneeeen eb eeeay¥ bees 1 CHAPTER I, POWERS AND PRIVILEGES DEFINED AND LIMITED AND DUTIES PRESCRIBED 60055 :255, 6 ecassar aie 16:8 inden anu pd Winemaea eee edo FEES 3 J, CORPOTSTIONS .. cccissic sis wit tiie esa sie ween aalawae ane Vere eae 3 II. Corporations, Joint Stock Companies, and Associations. .. 22 III. Joint Stock Companies and Associations................. 28 IV. Foreign Corporations ....... ccc cecee ee ee eee e ceee cee 31 CHAPTER II. SUITS AND PROCEEDINGS BY AND AGAINST CORPORATIONS, JOINT STocK COMPANIES, AND ASSOCIATIONS .....cececseeecereeees 34 I, Jurisdiction of Courts. ........ 0... e eee c eee ene cece 35 II. Service of Summons, Orders, etc ...........2..e eee ee eee 87 III. Forms of Pleadings....... ... ccc cece sees cence eee eee 40 IV. Attachment against Property ............. ee cece eee eens 42 Y;, Injonetion <2cccisaew sds sae dea vieesewwmed cy oe seas sem 45 VI. Motions, Evidence, Trials, and Judgment..... baa ace aee 46 VII. Actions by and against Joint Stock Companies and Asso- CLATIODS wasieiascide tc sas a Saeweuautear tare sre aislaeiie Gaiam 53 VIII. Contesting Election of Officers...........ccseeese ee esees 67 IX. Proceedings to Compel issuing Duplicate Certificates of StOCE: vs eseasswesienwe s 35 ox wes ban oseaemnemis sine soe selene 58 X. Actions against the Usurper of an Office or Franchise.... 58 XI. Judicial Supervision of a Corporation, and of the Officers and Members thereof..........+.++- prrenseale eats ' 638 iv CONTENTS. PAGE XII. Actions to Procure the Dissolution of a Corporation, and Actions to Enforce the Individual Liability of the Officers or Members of a Corporation, with or without a Dissolution thereof........,0..00 00 cece cece eeee 64 XIII, Actions by the People to Annul a Corporation............ 40 XIV. Voluntary Dissolution of a Corporation ...........-+..+- 77 XV. Proceedings to Obtain Special Charter, or Alteration, Amendment, or Extension of Special Charter ........ 82 CHAPTER III. RECEIVERS—THE GENERAL AND SPECIAL PowERS AND DUTIES oF A RECEIVER OF CORPORATIONS, JOINT STocK COMPANIES, AND ASSOCIATIONS. 2.2.00 0c cc ceccenccerceer ee creeerececteees 84 CHAPTER IV. Prenat LAWs RELATING TO CORPORATIONS AND THE AGENTS AND OFFICERS THEREOF.......0...0cseceeceseecereeeneceeee veces 100. I. Criminal Proceedings against Corporations.............. 100 II. Fraudulent Insolvencies by Corporations, and other Frauds in their Management ............ 00s ce cse cece tenons 102 CHAPTER V. TAXATION OF CORPORATIONS, JOINT STOCK COMPANIES, AND Asso- CIATION 5 os cts sivisie a acai sigyertrg sip tualeulasvuaere sere g cre 'sie 9 Hiagiacsnsi weet lit I. State Tax upon Capital Stock, and Gross Receipts ....... 111 II. Local Taxation upon the Capital Stock and Real and Per- sonal Property of Corporations, Joint Stock Com- panies, and Associations..... oseh sks oteuh SaeeS ease 122 TII. Collection of Local Taxes... 2.2.2... 0. cece ee eee nee e eee 130 ADDENDA TO ParT I., RULES OF CONSTRUCTION. ........0000ee0e 1388 ‘ PART II. LAW RELATING TO THE FORMATION AND REGULATION OF PARTICULAR KINDS OF CORPORATIONS............ 1387 ACR TDIEM LEB ic cats s0:'sjgiig’e Sin 09 ie's © 0.6 £0 l9'n'n Wwe Why Sia/as ote ate Gin Woedefiie e’e:e!a 6 la 1387 I, Founders of Academies..... eoengeeihawre si bares wows 187 ‘TI. Powers and Duties of Trustees of Academies............ 138 III. Academies and High Schools.........cccsececeeeeseeees 141 CONTENTS, AGRICULTURE, .. 0... ccc ceccee cece e cece eseennceers vee ee ee I. Promotion of Agriculture and Horticulture eis walssendieiaenass II. Corporations for Agricultural and Horticultural Purposes. III. Cultivation of Grapes, Cotton, ete... 2.02... ccssee eee ee ee IV. Formation of Agricultural, Horticultural; Medical, and Curative Associations........... cece cess eee e ee eens V. Town Agricultural Societies VI. Association of Farmers Stew meme ere ee meee wena tees Bem em meee eet em w weer newer one ANIMAL, CULTURE » assis ccocc:scbtsiain ana ehis-ewesaraamiersiialetenee wemininoarean ate I. Importing, etc., Animals............. 06 cece ee eee ences II. Improvement of Poultry, Small Birds, Domestic Animals, and Fish Culture ATHLETIC: CLUBS :oia:nie acess siortas-wiiesein's eresa'ecaraye) a: evaieveaiwiela aceon ease iaiear Sieve e’s ARTISTIC CUUBB 4 ccs cccing olaieriwier eters map eeucade wit Gulsnee ye BENEVOLENT, CHARITABLE, SCIENTIFIC, MISSIONARY, ETC........ I. Purposes of Corporation.....- 2... cece eee ee seen een eee II. Educational Institutions and Parsonages ............... TE. Mutual Benefitiidccscccccks anawesrsisasriieweveer eed kaos BBD: CU BUR B50 25a ais ci saaus acers skeaulocoun susp ore toceieialeseho.audyeeanedeess nuenlatoeh ea BOARDS OF TRADB.......c cee cee e rece eee cee raiavasafsiaieee sghebsiaigtsl oleae lanes BOND: AND: INDEMNITY. «2: cassieicre dew wiattine clauses ssiauets siete leans daema aes BRIDGE, COMPANIBS wiscies anise eieiaisas s.secis Se ewwe- ees ee ees sree ees TB OUUEDENG ie dioecsspcistacss naierdiadabeysiSiazs “apkraiscetsioe ss Ban eis ic kereseiOtn a Were sertiacsy SO tieseseiece I, Building Mutual Loan and Accumulating Fund.......... Il. Erecting Buildings, Buying and Selling Lands, Using Elevators for Elevating and Storing Grain, and Mak- ing and Dealing in Building Materials............... III. Apartment Houses and Halls...........cceee ceeeeeeens BUSINESS CORPORATIONS. ....cccccececcecessscsececerececearsee CAMP GROUNDS AND PARSONAGES. 0... ces cesececer es ceeeneeeeee J. Rural and Cemetery Associations............0..0eeeeees II. Private and Family Cemeteries.............0. ccc ee eneee CiuBs—Social, Recreative, etc,.... cece cece cece teen rece et en enna I. Subjects Extended.............205 ceecee ceeneee pares COLLEGES AND ACADEMIES. ......-..ccscececcceccerccuveeeee Sites COMMERCIAL: ccasiingicisee cies ie tne eee seeeea Wie cue sawesewulan ace a CO-OPERATIVE COMPANIES. ...ceccs ec cecs cee eceneeneereeeenneers CRIME, PREVENTION OF.....0ss+eeesseeere iggiaelay weete: Bleue onset CRUELTY TO CHILDREN. ......cccssereeceececesereens ieee es wea PAGE 148 148 148 155 156 158 V1 CONTENTS. PAGE DREDGING AND DOCK BUILDING ......eeeeeeeereenreenes Bugis ress 313 DRIVING PARKS. .....ccc see eee rece cree disperse Welagssece Seotmemreets wee. = 564 Exectric Lieut....... ee Teer re eee seiedionwwd sch Gtetave hectare 346 ELEVATORS..... Sb ave eb Sx ads xielwepele artes afisk wtele toes ie ahaa 208 EXPRESS COMPANIBS.......002 cece eceeceeeece srotaierss sie! 93 ae Sebo oee 520 Ferry COMPANIES..........-+ wt Gieis Siero Re WWRRG Sd 3 oe ste Grae 314 Fine ARTS AND MUSICAL CORPORATIONS.......e00e0.000 eee wees 820 Frre, Hose, anD Hook AND LADDER COMPANIES .... .-...-e-e0ee 322 Fish CULTURB.........006. beeen ete t cree teen eee nate ee eeeneennes 163 GASLIGHT COMPANIES. .+...0cce cece ceecereee cee tesessesaserasin “OAT GUANO COMPANIES....... eee ccc eee cere e nee enee Sieber 2s . 847 GUARANTER, INDEMNITY, CASUALTY, ETC..........000005 sree eee 855 I. Powers and Regulations....... eNauscasorseavarovadivanensions beaticsaveien’ 355 Il. Duties of Loan, Mortgage Security, Guarantee or Indem- nity, and Trust Companies..............- So aeeacemaen . 373 HEATING ....... shaighg ovengiois Seiaibingwicnnt sWace's sis aes s sae Os sree ese 434 HicH SCHOOLS..............05 scUituemeemineS Pee CURE ea cecseae 141 HOMESTEAD CORPORATIONS. .........cecceeceeee Si Gikeelds see eespee O82 HORTICULTURE sate a We ee eo Sag how Meme eomanee kee He vesescaen 143 HOTEL COMPANIES,..........- Near ka Anigemenenne oa eReS swavese 890 HORSE BREEDING wise ais cee oes e ose 2s ova Mereyes comets loves suse 397 Horse STEALING, PREVENTION OF ........00.000% Ween seh dete 613 Ick COMPANIES .........04. Mob ocee Tee BAS sieients Baie tajes Sanka, ae 401 JOINT STOCK COMPANIES.......-.cccccecceccccucvcecsce eos eieeats 53 LAUNDRY.........- HAHN Se okamy rss se s See ARteu ores wees sone 484 LIBRARY CORPORATIONS .....ccccsees ce ceeceescrsceccceeseen ees 402 LOAN ease v56 5 thes oee wage a (drag te RAR ie ss kee b's 2 Book d Sr a@ncewie . 195, 373 LOCOMOTIVE. .....ceceeecee dh fe tedvs ereracestacheuess er baw om Fda Gun eneen 637 LODGES........... Sed GES Fala ve Sceandayes eich maomeorolanted ee ics ceaea eS 4i7 MANUFACTURES, MINING, MECHANICAL, ETC....-....0ceeeee tcmeis 424 I, Laws Previous to the Constitution of 1846............. ax 424 @i. Laws Since the Constitution of 1846........ ..... Baleie. 0 434 MASONIC LODGES). 5 navees sigaiveaeicaoduinemncea-voe 9% ¥ 04448 Monsees A477 MEATS, PRESERVING AND DEALING IN.......0.cccccccccccscccece 434 MECHANICAL ....... shore atone fore ee een Beles eetidatahwaes conseee 484 MEDICAL COLLEGES. .........00e008 Wiis Delkin beau mes svibiah Riaevareds See's 298 MEDICAL OR CURATIVE PURPOSES CONTENTS. MEDICAL SOCIETIES. .....6-c cece ce eee ee eee etre een eeeeces sieiaievatece I, Mode of Incorporation—Membership. ........+....ese006 TT. General Regulations .........cceeeeccccteecevececeeece III. Homceopathic Medical Societies ........... cece cee eee ee IV. Dental Societies .............. gikine- Woeloe ees ania? cares: . MERCANTILE OR COMMERCIAL 0.0... ec cceeeeee eee eneeeeseseceees MILITARY DRILL ...... cece cence aiaisiaiekigiwibinieie w UAW wa sss ¥ we ew 4 Zatee MIU 3s sas ccverniornccere Seis SSeS cee Re RR WR Meme ea2 oe Oe a ee : MIGLING o0.0 sey srerceicitieeak tea daie's <3. S05 Sa wR ReticnAd oe oT ee See MONUMEND:: cio siainicis sia bea 4 4 4 o wicte biguwnlestediowmnwe lee ess see's a 8 aa ere MORTGAGE, « ascwsiaie saws vies soe o's sisleesrinammsem new saints oes aces wes aa MUSEUM, 5 osc sacsiwnde eae wee 6 os Basie EWR Meee Ve Saree ee eae 8 oF MUSICAD 27 ssciceseadwit boas iss s aersateter eat war as a6.ea's 8 ee es MUTUAL: BENERIT 5 ccc cuieiti i028 60s Rye Shree ERR STE EE oO a MUPUAT) LOAN: cccieescisieieeiel aise vies 65 tie amenrebestu ih wien islaiie sed arora ot NAVIGATION COMPANIES .......++.- aida loc Sian sotniacensipiernrn: aie 5/8 sieya-a a'e:esess I, Companies to Navigate the Ocean ..........ceeeeee eens II. Inland Companies to Navigate the Lakes and Rivers..... NEWS COMPANIES ........-.0006 Sie Sieh wie pater nde ole wae wrote see's ODD FELLOWS’ LODGHS, .....ccscces cece eens cccnccerocecseneonens OIL COMPANIES....... lidts. 4 Peale Seine 8 oie SEES oak ole alate teiee tins PARK ASSOCIATIONS.... ... , mlerernlemie ete v0 ad wares eerapexanien csaisley steyereiiene* I, Skating Parks and Sporting Grounds.........-..s.ee00: Il. Driving Park, Park, and Agricultural Associations...... III, Suburban, Homestead and Villa Park Associations ...... PATRONS OF HUSBANDRY........00+00008 PAN MASTS ATi teabieeey PRAT: AND ‘COAB asigciaienisid sind 80a + Vatnavnve auoreinanatawerd eile s «iis dada PIPE LANE COMPANIES......0c0- cece cen emcee sacccsscccssaree oe PLANK ROMDS sxceeiew savasesenls oes Wied Sel aemais Hale cies Seislewits Hey PLaTEe-Giass INSURANCE......0. 200. (ibcta Rabies pees aes mambs POLITICAL ASSOCIATIONS .....cccccecereccrescee is C48 88404 tee z POULTRY ......000- aineiahb si egere axetase acOlinc trae sesaatinsadS S8-6S 5a 6 aT SIRT PREVENTION OF CRIME ...c cece ccc e ccs e es en cece cnnsteceeresees ee PREVENTION OF STEALING HORSES, ETC..........ccccceccnccssene PREVENTION OF CRUELTY TO CHILDREN.........000 abd axiaipreredr late 570 735 576 576 788 610 291 160 165 613 Vili CONTENTS. | PAGE PRINTING AND PUBLISHING ...ccscecceccccvccccccrsesnerenoeres - 484 PROPELLING. 1.0.0.0. ce cecceec eens euaveerane Se hiarecnee aces Cash eatin 434 PROTECTION OF ANIMALS ......0206 bikedanenia ss ietaak Meee es 613 RAILROAD COMPANIES 1.0... ec cece eee e cece cece ener ceee wvayacalasr Ware -. 621 I, Operated by Steam in United States. (Omitted.) TI, Railroads along Canals..........0c.ceceeceeeccncereees 621 III. Railroads across Highways .......scceeceeseeeeeeeees -.. 622 IV. Horse and Street Railroads .......... cee e cece cece ences 622 V. Railroad, Steamboat and Telegraph Lines in Foreign Coutitries). :s cscs sxc cava cwsiiondwauhws ayes oss amenere 628 RAILROAD DEPOTS—UNION 1.0.0.0. cece ce ence eee cceeneeeee .e. 636 RAILROAD SUPPLY COMPANIES. ...... 202 c eee e ee cose c cer eeteeeres 687 REAL ESTATE ASSOCIATIONS. 0.2... cece ecco ese c eect cect eres teeee 195 RELIGIOUS SOCIETIES ..........000008 gas agty> akaner quasi ane ainantverece ee seewiace 638 T, General Provisions... ...... 0c cece cece cece eee e teen eeens 638 II. Provisions Relating to Particular Religious Denomina- tions ........ aa avavane 5 wnteiapnloncane ss Minnis oe Re deo esse Mitten 692 Baptist Churches. .......... cece ee eeee ees cane ee ieee 692 OPiS 3, bch vcxei's etaios axociraroiemroees © hese eee Seb se eae 697 Gréck: Churehy .6-i. sais sa agains ee: HAE tee ea eae 700 Methodist Episcopal Church........ 6c. cece ee eeeees 702 Protestant Episcopal Church.............seeeeeeeeece 703 Reformed Church............6 sicrinarriuce te vasa4aans 718 Reformed Presbyterian Church..........c0.ceccacesee 710 Reformed Protestant Dutch Church..........ces.eee08 713 Roman Catholic Church ............ 0000000 seccceeee 7 Shakers, United Society of..........00ccecsccessceees 720 True R. D. Church in the U. S.......... 0c cece eee . 7714 United Brethren in Christ................ ace aue Ghee gitar 651 RINKS FOR AMUSEMENTS, EXHIBITIONS, ENTERTAINMENTS, ETC..., 721 SAFE DEPOSIT COMPANIES. ......cccccccescccccecceccvcccececess 722 SALT COMPANTES: 6:6 3.5: cad ed oa 0 oe0 satesesey vad vee d s4ea bearer Me 434 SCIENTIFIC SOCIETIES. ........ cc cccce ccc erecccececceacccceccees - 165 SLAUGHTERING ANIMALS.......... ccc cceccccccecccccevcccceusens 434 SOCTADPSOCTBTIES, 6 0 os.. oie w tce vcsspearewineakeue taxation, shall be assessed in the town or ward in rhich the same shall lie, in the same manner as the real state of individuals. All the personal estate of every icorporated company liable to taxation on its capital, hall be assessed in the town or ward where the principal ffice, or place for transacting the financial concerns of ie company, shall be; or if such company have no rincipal office, or place for transacting its financial yneerns, then in the town or ward where the operations of ich company shall be carried on. In the case of toll ridges, the company owning such bridge shall be as- »ssed in the town or ward in which the tolls are col- ‘cted ; and where the tolls of any bridge, turnpike, or imal company, are collected in several towns or wards, 1e company shall be assessed in the town or ward, in hich the treasurer or other officer authorized to pay the St preceding dividend resides. 122 LOCAL TAXATION. § 280 278. Property subject to taxation. (Part I., ch. 13, Title I. of Revised Statutes of 1830.) SECTION 1. All lands and all personal estate within this state, whether owned by individuals or by corporations, shall be liable to taxation, subject to the exemptions hereinafter specified. 279. The terms “land,” “real property,” and “real estate,” defined. § 2. The term ‘‘ land,’’ as used in this chapter, shall be construed to include the land itself above and under water; all buildings and other articles and structures, substructures and superstructures erected upon, under or above, or affixed to the same; all wharves and piers, including the value of the right to collect wharfage, cra- nage or dockage thereon ; all bridges ; all telegraph lines, wires, poles and appurtenances; all surface, under ground or elevated railroads ; all railroad structures, sub- structures and superstructures, tracks and the iron there- on; branches, switches and other fixtures permitted or authorized to be made, laid or placed in, upon, above or under any public or private road, street or grounds ; all mains, pipes and tanks laid or placed in, upon, above or under any public or private street or place ; all trees and underwood growing upon land ; and all mines, minerals, quarries and fossils in and under the same, except mines belonging to the state. The term “ real estate’ and “real property’’ whenever they occur in this chapter, shall be construed as having the same meaning as the term ‘‘ land’ thus defined. [As amended by ch. 293, Laws of 1881.] 280. The terms “personal property” and personal estate defined. § 3. The terms ‘ personal estate,”’ and ‘ personal prop- erty,’’? whenever they occur in this chapter, shall be con- strued to include all household furniture; moneys ; 128 280 LOCAL TAXATION. oods; chattels ; debts due from solvent debtors, whether n account, contract, note, bond or mortgage; public tocks ; and stocks in moneyed corporations. They shall lso be construed to include such portion of the capital f incorporated companies, liable to taxation on their cap- ial, as shall not be invested in real estate. § 4. The following property shall be exempt from taxa- ion: 3. Every building erected for the use of a college, in- orporated academy, or other seminary of learning ; every uilding for public worship ; every school-house court- ouse and jail; and the several lots whereon such build- igs are situated, and the furniture belonging to each of hem. 4, Every ‘poorhouse, almshouse, house of industry, nd every house belonging to a company incorporated or the reformation of offenders, and the real and personal roperty belonging to, or connected with the same. 5. The real and personal property of every public li- rary. 6. All stocks owned by the state, or by literary or char- able institutions. * 7. The personal estate of every incorporated company ot made liable to taxation on its capital, in the fourth itle of this chapter. [See post 281.] § 7. The owner or holder of stock in any incorporated ompany liable to taxation on its capital shall not be axed as an individual. (Id.; Title IL.) Part of §5. The products of any state of the United tates, consigned to agents in any town or ward of this tate, for sale on commission, for the benefit of the owner * By ch. 195 of Laws ot 1845, the exemption from taxation, under thié ibdivision, is declared to be for the benefit of the state or the literary or iaritable institution, and the amount of exemption is to be added to the ividends on such stock. 124 LOCAL TAXATION, § 282 thereof, shall not be assessed to such agent, nor shall such agents of moneyed corporations or capitalists be liable to taxation under this section, for any moneys in their pos- session or under their control transmitted to them for the purposes of investment or otherwise. [As amended 1851, ch. 176, § 2.] 281. Companies liable to taxation. (Part I., ch. 13, Title IV. of Revised Statutes of 1830.) Section 1. All moneyed or stock corporations deriv- ing an income or profit from their capital, or otherwise, shall be liable to taxation on their capital in the manner hereinafter prescribed. 282. Officers to deliver statements to assessors. § 2. The president, cashier, secretary, treasurer, or other proper officer, of every such incorporated company, shall, on or before the first day of July, in each year, make and deliver to the assessors, or one of them, of. the town or ward in which such company is liable to be taxed, ac- cording to the provisions of the sixth section of the second title of this chapter, a written statement specifying 1. The real estate, if any, owned by such company, the towns or wards in which the same is situated, and the sums actually paid therefor ; 2. The capital stock actually paid in and secured to be paid in, excepting therefrom the sums paid for real estate, and the amount of such capital stock held by the state, and by any incorporated literary or charitable in- stitution ; and 3. The town or ward in which the principal office or place of transacting the financial business of such com- pany is situated ; or if there be no such principal office, the town or ward in which its operations are carried on, or in which it is liable to be taxed, under the provisions of this chapter. : 125 286, LOCAL TAXATION. 283. And to comptroller. § 3. The president, or other proper officer of every such ompany, shall also deliver to the comptroller, on or be- ore the first day of July in each year, a written state- 1ent containing the same matters required by the fore- oing section, to be specified in the statement to be de- vered to the assessors. The statements required by this nd the preceding section of this title shall be certified nder the oath of the said president or other proper fficer, to be in all respects just and true. 284, Penalty. § 4. If the statements above required, or either of them, hall not be furnished by any company to the assessors nd to the comptroller, within thirty days after the time bove provided, the company neglecting to furnish such tatements, or either of them, shall forfeit to the people f this state, for each statement omitted to be furnished, ie sum of two hundred and fifty dollars ; and it shall be ae duty of the comptroller to furnish the attorney-gen- ral with an account of all companies that shall neglect to ander such lists, that he may prosecute for the penalties ereby imposed. 285. Suit therefor. § 5. If any company, that shall be prosecuted for any : ach penalty, shall pay the costs of prosecution and fur- ish the statement required, the comptroller, if he shall be itisfied that the omission was not wilful, may, in his iscretiong discontinue such suit. 286. Companies; how assessed. § 6. The assessors shall enter all incorporated companies ‘om which such statements shall have been received by 1em, and the property of such companies, and the prop- 126 LOCAL TAXATION. § 287 erty of all other incorporated companies, liable to taxa- tion in their respective towns, in their assessment rolls, in the following manner : 1. They shall insert in the first column of their assess- ment rolls, the name of each incorporated company in their respective towns or wards, liable to taxation on its capital, or otherwise ; and under its name, they shall specify the amount of its capital stock paid in, and se. cured to be paid in; the amount paid by such company for real estate, then belonging to such company, wherever the same may be situated, the amount of all surplus profits or reserved funds, exceeding ten per cent of their capital, after deducting therefrom the said amount of said real estate, and the amount of its stock, if any, belonging to the state, and to incorporated literary and charitable institutions. [As amended by Laws of 1853, ch. 654, §1.] 2. In the second column, they shall enter the quantity of real estate owned by such company, and situated with- in their town or ward ; and in the third column, the actual value thereof, estimated. as in other cases. 8. In the fourth column, they shall enter the amount of the capital stock of every incorporated company, paid in, and secured to be paid in, and of all such surplus profits or reserved funds as aforesaid ; after deducting the sums paid out for all the real estate of such company, wherever the same may be situated, and then belonging to it, and the amount of stock, if any, belonging to the people of this state, and to incorporated literary and charitable in- stitutions. [As amended by Laws of 1853, ch. 654, § 1.] 287. Preceding sections extended. § 8. The provisions of the fifteenth section of the second title of this chapter, shall-be, and are hereby extended to the incorporated companies in the two preceding sections 127 | 289 LOCAL TAXATION. amed; and the president, secretary or other proper fficer, may make the affidavit required by said section.* 3§ 9, 10, and 14 were repealed by Laws of 1857, ch. 456, and §§ 11, 12, and 13, by Laws of 1853, ch. 654.) § 15. The amount of taxes assessed on all incorporated ompanies liable to taxation, shall be set down by the oard of supervisors, in the fifth column of the corrected ssessment roll, and shall form a part of the moneys to be ollected by the collector. [As amended by Laws of 857, ch. 456. ] 288. Duty of supervisors. § 16. The board of supervisors, having completed the ssessment, shall transmit to the comptroller, with the gerepate valuations of the real and personal estate in neir county, a statement, showing the names of the sev- ral incorporated companies Hable to taxation in such ounty ; the amount of the capital stock paid in, and se- ured to be paid in, by each ; the amount of real and per- ynal property of each, as put down by the assessors, or y them ; and the amount of taxes assessed on each. In 1ose counties in which there is no such company, the oards of supervisors shall certify such fact to the comp- ‘oller, with their returns of the aggregate valuations of 2al and personal estate. 289. Capital stock, and surplus, how assessed. (Laws of 1857, ch. 456.) ($§ 1 and 2, respectively, repeal and amend portions of the Revised Statutes.) § 3. Thé capital stock of every company liable to taxa- on, except such part of it as shall have been excepted * The fifteenth section above referred to was repealed by Laws of 1851, 1ap. 176, and the said title amended in many particulars, “Section 6 of did chap. 176 as amended by Laws of 1857, chap. 536, cover the same sub- ct as § 15 above referred to. See post 292, 128 LOCAL TAXATION. § 292 in the assessment roll or as shall have been exempted by law, together with its surplus profits, or reserved funds exceeding ten per cent of its capital, after deducting the assessed value of its real estate, and all shares of stock in other corporations actually owned by such company which are taxable upon their capital stock under the laws of this state shall be assessed at its actual value, and taxed in the same manner as the other Pesaonall and real estate of the county. 290. Accumulations in life insurance company held for exclusive benefit of assured not liable. § 4. The deposits in any bank for savings which are due to depositors and the accumulations in any life in- surance company organized under the laws of this state, so far as the said accumulations are held for the exclusive benefit of the assured, shall not be liable to taxation, other than the real estate and stocks which may be owned by such bank or company, and which are now liable to taxation under the laws of this state. (§ 5 amends § 22 of the Revised Statutes ; see post.) 291. When amount of tax to be added to divi- ds, dents (Laws of 1845, ch. 195.) Srorron 1. Any moneyed or stock corporation deriving profit or income from its capital, or otherwise, shall add to the dividend which shall be declared upon any stock owned by the state, or by any literary or charitable society or institution, a sum equal to the assessment for taxes unpaid upon an equal amount of the stock of such cor- poration not exempt from taxation. 292. Corporations deemed persons, (Laws of 1857, ch. 536.) § 3. Where the term ‘‘ person’”’ or *‘ persons’’ is used in 9 129 296 COLLECTION OF LOCAL TAXES. tions 18 and 20 of said title 2 (of chap. 13, Part I. ' the Revised Statutes) and in sections 5, 6, and 7 of 1apter 176, Laws of 1851, such term shall be ‘construed » include corporations, as well as individuals. 293. Special tax laws omitted. The special laws relating to the property and capital f banks, insurance and railroad companies are omitted. TI. COLLECTION OF LOCAL TAXES. 294. Duty of collector, § 18. The collector shall demand payment of all taxes ssessed on incorporated companies,'from the president, r other proper officer, of such companies, and if not aid, shall proceed in the collection and payment thereof, 1 the same manner as in other cases, and shall be liable 9 the same penalties for the non-payment of moneys ollected by him. And the collector’s receipt shall be vidence of the payment of such tax. 295. Taxes; how paid. § 19. Such taxes shall be paid out of the funds of the ompany, and shall be ratably deducted from the divi- lends of those stockholders whose stock was taxed, or hall be charged upon such stock, if no dividends be fterward declared. 296. Broceedings if taxes cannot be collected. § 20. If the collector shall not beable to collect any tax sessed upon an incorporated company, he shall return he same to the county treasurer, and at the same time, nake affidavit before the county treasurer, or some other »fiicer authorized to administer oaths, that he had de- 130 COLLECTION OF LOCAL TAXES. § 298 manded payment thereof from the president, or other proper officer of the company, and that such officer had refused to pay the same, or that he had not been able to make such demand, as the case may be; and that such company had no personal property, from which he could levy such tax. § 21. The county treasurer shall thereupon certify such facts to the comptroller, who shall pass to the credit of such county treasurer the amount of all taxes so returned and certified, as in the cases of taxes on the lands of non-residents. 297. Attorney-general to commence action. § 22. The comptroller shall furnish the attorney- general, with the names of all companies refusing or neglecting to pay the taxes imposed on them, with the amount due from them respectively ; and the attorney- general shall thereupon file a petition in the supreme court, against every such company or bank, for the dis- covery and sequestration of its property. [As amended by Laws of 1857, ch. 456, § 5.) 298, Sequestration of property. § 23. The supreme court, on the filing of such petition, or on the coming in of the answer thereto, may order such part of the property of such company or bank to be se- questrated, as shall be deemed necessary for the purpose of satisfying the taxes in arrear, with the costs of prose- cution, and the court may also, at its discretion, enjoin such company or bank, and the officers thereof, from any further proceedings under their charter or act of incor- poration, and may order and direct such other proceed- ings as shall be deemed necessary to compel the payment of such taxes and costs. [As amended by Laws of 1857, ch. 456, § 6.] 131 } 801 COLLECTION OF LOCAL TAXES. 299, Powers of court. §.24. The [court on the commencement of the action] or m the coming in of the answer thereto, shall order such yart of the property of such company to be sequestrated, is it shall deem necessary for the purpose of satisfying he taxes in arrear, with the costs of prosecution ; and nay also, at discretion, enjoin such company, and the ‘fficers thereof, from any further proceedings under their ict of incorporation, and may order and direct such other yroceedings, as it shall deem necessary, to compel the pay- nent of such tax and costs. 300. Further remedy. § 25. The attorney-general may also recover such tax, vith costs, from such delinquent company, by action in my court of record in this state. 301. When discovery may be had. Proceedings, »tc. (Laws of 1867, ch. 361.) SEcTIoN 1. When a tax exceeding ten dollars in amount, evied by the board of supervisors of a county against a yerson, firm, estate or corporation, residents thereof, or by ihe board of trustees of a village against a person, firm, es- iate or corporation, residents of the county in which such rillage or the principal part thereof is located, is returned xy a town or village collector uncollected, for want of zoods and chattels out of which to collect the same, the supervisor of the town or ward, or the county treasurer, ind the president of a village as to a village tax, within me yeat thereafter, may apply on affidavit to the county judge or special county judge of the county, and obtain in order requiring such person, firm, estate or corpora- ion to appear before such county judge or before a ref- sree named in such order, and answer concerning his, cheir or its property. The same proceedings may in all 132 DEFINITIONS. § 303 respects be had as in cases supplementary to execution, and the same costs and disbursements may be allowed against the person, firm, estate or corporation examined concerning his, their or its property, but none shall be allowed in his, their or its favor. The tax, if collected, shall be paid over to the county treasurer, or to the supervisor of a town to which the same may belong, and in the case of a village tax, to the treasurer of the village to which the same belongs, and the costs collected shall be- long to the party instituting the proceeding, and shall be applied by him to the payment of the expenses of such proceeding. A county treasurer shall have no additional compensation for such proceeding ; a supervisor shall have no other compensation, except his per diem fees for time necessarily spent in the proceeding ; and a presi- dent of a village shall have no compensation for such pro- ceeding. [As amended by Laws of 1881, ch. 640.] 302. When act to apply. Limitation. § 2. This act shall apply to all villages, whether incor- porated by special act or under the general acts provid- ing for the incorporation of villages, and shall also apply to all cases where returns have already been made by town or village collectors, as well as to all cases which may hereafter arise, provided that the proceeding be com- menced within one year after the collector has made his return. [As amended by Laws of 1881, ch. 640.] 83. All acts and parts of acts inconsistent with the provisions of this act, in so far as they are inconsistent, are hereby repealed. ADDENDA TO PART I. 303. Rules of construction. (Code of Civil Procedure of 1880.) § 3307. In construing this act, the following rules must 133 3807 DEFINITIONS. e observed, except where a contrary intent is expressly eclared in the provision to be construed, or plainly ap- arent from the context thereof :. 304, Superior city courts. 1. The ‘“‘superior city courts” are, collectively, the ourt of common pleas for the city and county of New Zork, the superior court of the city of New York, the uperior court of Buffalo, and the city court of Brooklyn. 305, Mandate. 2. The word, ‘‘ mandate,’’ includes a writ, process, or ther written direction, issued pursuant to law, out of a ourt, or made pursuant to law, by a court, or a judge, or person acting as a judicial officer, and commanding a ourt, board, or other body, or an officer, or other person, amed or otherwise designated therein, to do, or to re- rain from doing, an act therein specified. 306. Judge. 3. The word, ‘‘ judge,’”’ includes a justice, surrogate, ecorder, justice of the peace, or other judicial officer, uthorized or required to act, or prohibited from acting, n or with respect to the matter or thing, referred to in he provision wherein that word is used. 307, Clerk. 4. The word, ‘‘ clerk,’’ signifies the clerk of the court, vherein the action or special proceeding is brought, or vherein, Sr by whose authority, the act is to be done, vhich is referred to in the provision in which it is used. f the action or special proceeding is brought, or the act s to be done, in or by the authority of the supreme court, t signifies the clerk of the county wherein the action or pecial proceeding is triable, or the act is to be done. 134 DEFINITIONS. § 314 308. Report and decision. 5. The word, ‘‘ report,’? when used in connection with a trial, or other inquiry, or a judgment, means a referee’s report ; and the word, ‘‘ decision,’’ when used in the same connection, means the decision of the court upon a hear- ing, or the trial of an issue, before the court, without a jury. 309. Real property. 6. The words, ‘‘ real property,” are co-extensive with lands, tenements, and hereditaments. 310, Personal property. 7. The words, ‘‘ personal property,’’ include money, goods, chattels, things in action, and evidences of debt. 311. Property. 8. The word, ‘‘ property,”’ includes real and personal property. 312, Personalinjury. | 9. A ‘personal injury’’ includes libel, slander, criminal conversation, seduction, and malicious prosecution ; also an assault, battery, false imprisonment, or other ac- tionable injury to the person of the plaintiff, or his or her wife, husband, child, or servant. 313, Injury to property. 10. An ‘“‘injury to property’ is an actionable act, whereby the estate of another is lessened, other than a personal injury, or the breach of a contract. 314, Affidavit. 11. The word, “ affidavit,’’ includes a verified pleading in an action, or a verified petition or answer in a special proceeding. 135 ; 818 DEFINITIONS. 315. Judgment creditor. 13. The term, ‘‘ judgment creditor,’’ signifies the person vho is entitled to collect, or otherwise enforce, in his wn right, a judgment for a sum of money, or directing he payment of a sum of money. 14. A ‘‘ judgment creditor’s action’’ is an action brought 8 prescribed in article first of title fourth of chapter six- eenth of this act, or any other action, brought by a judg- nent creditor to aid the collection of a judgment for a um of money, or directing the payment of a sum of noney. 316. Domestic corporation. Foreign corporation. 18. A ‘‘ domestic corporation’’ is a corporation created ‘y or under the laws of the state ; or located in the state, nd created by or under the laws of the United States, r by or pursuant to the laws, in force in the colony of Yew York, before the 19th day of April, in the year 775. Every other corporation is a ‘‘ foreign corpora- ion.” 317, Action. Judgment. Special proceeding. Order. 20. The word, ‘‘ action,” refers to a civil action; the rord, *‘ judgment,’ to a judgment in such an action ; the erm, ‘‘ special proceeding,” to a civil special proceeding ; nd the word, “‘ order,’”’ to an order made in such an ac- ion or special proceeding. 318. As to time. 22. Eagh of the words, ‘‘ now,” “heretofore,” and ‘hereafter,’’ refers to the time when the provision con- aining it takes effect. 136 eto. - PART IT. LAWS RELATING TO THE FORMATION AND REGULATION OF PARTICULAR KINDS OF CORPORATIONS.* ACADEMIES. I. FounpErs oF ACADEMIES. 1. Application for incorporation. (Title I., Art. 3, of ch. 15 of Part I. of Revised Statutes of 1830.) § 47. [Sec. 38.] The founders and benefactors of any academy, or as many of them, as shall have contributed more than one half in value, of the property collected for the use thereof, may make to the regents an application in writing under their hands, requesting that such acade- my may be incorporated, nominating the first trustees, and specifying the name by which the corporation is to be called. t 2. Duty of regents. § 48. [Sec. 39.] In case the regents shall approve thereof, they shall, by an instrument under their common seal, declare their approbation of the incorporation of the * These are alphabetically arranged by subjects, according to the purposes of each, and include all kinds of private corporations and associations for special business and social purposes, etc., excepting those relating to bank- ing, insurance, and railroad companies. +2 RB. L. 263, §§ 10 and 11. 137 5 ACADEMIES. rustees of such academy, by the name specified in such pplication ; and the request, and instrument of approba- ion, shall be recorded in the office of the secretary of tate.* 3. Funds. § 49. [Sec. 40.] Immediately after recording the same, he property and funds of such academy, shall be vested 1 the trustees so nominated, for the use and benefit of he academy.t II. Powers anp DuTIes oF TRUSTEES OF ACADEMIES. 4, Corporation. (Id. Art. 4.) § 50. [Sec. 41.] The trustees of every such academy hall be a corporation, by the name expressed in the in- trument of approbation ; they shall not be more than wenty-four, nor less than twelve in number, and seven hall be a quorum for the transaction of business.t [As mended 1835, ch. 34, § 3.] 5. General powers, § 51. [Sec. 42.] Such trustees besides the general powers nd privileges of a corporation, shall have authority ; 1. To adjourn from time to time, as they may deem xpedient : 2. To elect by ballot their president, who shall hold us office gor one year, and until another be chosen in his lace : 3. Upon the death, resignation, refusal to act, removal ut of this state, or other vacancy in the office of any *2R. L. 263, $3 10 and 11. t Ia. t Id., 8§ 10, 11, 12, 13 and 20. 135 ACADEMIES, §7 trustee, to elect another in his place, by a majority of the votes of the trustees present : 4. To take and hold by gift, grant or devise, any real or personal property, the clear yearly income or revenue of which shall not exceed the value of four thousand dollars : 5. To sell, mortgage, let or otherwise use and dispose of, such property, for the benefit of the academy : 6. To direct and prescribe the course of discipline and study in the academy : 7. To appoint a treasurer, clerk, principal, masters, tutors, and other necessary officers of the academy ; who unless employed under a special contract, shall hold their offices during the pleasure of the trustees : 8. To ascertain and fix the salaries of all the officers of the academy : 9. To remove or suspend from office any officer em- ployed under a special contract, upon a complaint in writing by a trustee, of the misbehavior in office, incapac- ity or immoral conduct, of such officer, and upon ex- amination and due proof of the truth of such complaint, and to appoint another person in the place of the officer so removed or suspended : 10. To make all ordinances and by-laws necessary and proper to carry into effect the preceding powers.* 6. Meetings. § 52. [Sec. 43.] The trustees shall meet upon their own adjournment, and as often as they shall be summoned by their president, or the senior trustee actually exercising his office, and residing within three miles of such academy; upon the request in writing of any other three trustees. t 7. Time and place. § 58. [Sec. 44.] Every meeting so requested, shall be *2 RK. L, 263, §§ 10, 11, 12, 13 and 20. t id. 139 $12 ACADEMIES. held at such time and place, as the president or senior trustee shall appoint, not less than five, nor more than twelve, days from the time of the request. * 8. Notice. § 54. [Sec. 45.] Previous notice in writing of every such meeting, shall be affixed on the door of the academy, within two days after its appointment; and at every meeting, adjourned or special, the president, or senior trustee present, shall preside.t 9. Seniority. § 55. [Sec. 46.] The seniority of the trustees shall always be determined according to the order of their nomination in the written application to the regents ; and after all the first trustees shall become extinct, according to the priority of their election.{ 10. Office of trustee; when vacated. § 56. (Sec. 47.] If a trustee shall refuse or neglect to attend any two successive legal meetings of the trustees, after having been personally notified to attend, and if no satisfactory cause of his non-attendance be shown, the trustees may declare his office vacant.§$ 11. Resignation. § 57. If any trustee of an academy shall, for one year, refuse or neglect to attend the legal meetings of the board of trustees of which he is a member, such non-attendance shall be deemed a resignation of the office of such trustee. {1835, c&. 123, § 2.] 12, Office; when to be abolished. § 58. Where the number of trustees of any academy * 2 R. L, 263, $§ 10, 11, 12, 13 and 20, + Id. t Id. { § Laws of 1817, p. 80, §§ 1 and 2. 140 ACADEMIES. $15 shall exceed twelve, and a vacancy shall happen in the office of any such trustees, and the vacancy shall not be filed by the election of another trustee within six months after the happening of such vacancy, the office of the trustee so becoming vacant shall be abolished. [Same ch., § 3.] 13. Number; how reduced. § 59. [Sec. 48.] Where the number of trustees of any academy shall exceed twelve, the trustees thereof, at their annual meeting, may reduce the number of the original board of trustees to any number, not less than twelve, by abolishing the offices of those who may omit to attend such meeting, and shall have omitted to attend two other legal meetings after notice.* III. AcADEMIES AND HieH ScHOOLS, 14, Academies may create a capital stock. A (Laws of 1851, ch. 544.) Sxction 1. It shall be lawful for any academy or high school for literary, scientific, charitable or religious pur- poses, to issue, create and possess a capital stock not ex- ceeding ten thousand dollars, which stock shall be deem- ed personal property and shall be issued in shares not less than ten dollars each to the several persons subscrib- ing for and paying in the same: and in the election of trustees of any such corporation, each stockholder shall be entitled to give one vote upon each share of stock actually owned by him at the time of such election. 15. On complying with the conditions, to be de- clared an academy. § 2. Whenever any such corporation formed for the * Laws of 1817, p. 80, §§ 1 and 2. 141 § 16 ACADEMIES. purpose of establishing an academy or high school shall have erected a building for school purposes of the value of two thousand dollars, and shall in all other respects comply with the conditions provided by law to authorize the regents to incorporate academies, said corporation shall be declared an academy by the regents of the univer- sity, and shall enjoy all the rights and privileges con- ferred by law on the academies of this state. 16. When no dividends allowed to be paid. (Laws of 1857, ch. 527.) SEcTION 1 and § 2. No academy or institution of learn- ing shall hereafter pay to its stockholders, shareholders, or other persons claiming rights of ownership therein, any dividends, or any portions of its earnings or other in- come, from whatever source derived, while there is any outstanding indebtedness against the said academy or in- stitution. All moneys received by any academy or other institution, in the annual distribution of the literature fund of the United States deposit funds, shall be applied’ exclusively, by the trustees of such academy or institu- tion, toward paying the salaries of teachers, and shall not, in any case, make a part of any dividend to stockholders, shareholders, or other persons claiming rights of owner- ship therein. [As amended by Laws of 1859, ch. 426.] §§ 3 and 4 relate to the powers of the regents of the university. - Section 5 repeals inconsistent acts. See Cotteces, BENEVOLENT. 142 AGRICULTURE. § 2 AGRICULTURE. I. PRoMoTION oF AGRICULTURE AND HonrricurTurt. 1, Societies raising money to receive an equal sum from the state. (Laws of 1841, ch. 169.) [Section 1 is omitted as temporary. ] §2. When the New York State Agricultural Society, and any county agricultural society now formed, or which may hereafter be formed in this state, or the American Institute in the city of New York, shall raise by voluntary subscription, any sum of money, the presi- dent and treasurer shall make and subscribe an affidavit of the facts of the formation of such society, and of their having raised a certain sum, specifying the amount thereof, which affidavit shall be filed with the comptroller of this state, who shall draw his warrant on the treasurer for a sum equal to the amount of such voluntary sub- scription, not however exceeding the amount to which such county or state society would be entitled, according to the apportionment aforesaid. 2. Officers to be elected, and their duties, § 3. The New York State Agricultural Society and the several county agricultural societies now formed or which shall be formed in this state, during the continuance of this act, shall annually elect such and so many officers as they shall deem proper ; and it shall be the duty of such officers annually, to regulate and award premiums on such arti- cles, productions and improvements as they may deem best. calculated to promote the agricultural and house hold manufacturing interests of this state, having especial reference to the net profits which accrue, or are likely to . 143 84 AGRICULTURE. accrue, from the mode of raising the crop or stock, or the fabrication of the article thus offered, with the inten- tion that the reward shall be given for the most econom- ical or profitable mode of competition ; provided always that before any premium shall be delivered, the person claiming the same, or to whom the same may be awarded, shall deliver in writing to the president of the society, as accurate a description of the process in preparing the soil, including the quantity and quality of the manure applied, and in raising the crop, or feeding the animal, as may be; and also of the expense and product of the crop, or of increase in the value of the animal, with the view of showing accurately the profit of cultivating the crop, or feeding or fattening the animal. 3. Accounts to be rendered to the comptroller. § 4. The president of the State Agricultural Society, and the several presidents of the said county societies, who shall receive or expend any of the moneys hereby appropriated, shall annually, in the month of December, transmit to the comptroller a detailed account of the ex- penditure of all the moneys which shall come into their hands under this act, and stating to whom and for what purpose paid, with the vouchers thereof; and the said presidents of the several county agricultural societies shall annually transmit in the month of December, to the executive committee of the New York State Agricultural Society, all such reports or returns as they are required to demand and receive from applicants for premiums, together with an abstract of their proceedings duen g the year. @ 4, Condensed reports to be made. § 5. The executive committee of the New York State Agricultural Society shall examine all reports and returns made by the presidents of the county agricultural socie- 144 AGRICULTURE. § 8 ties, and condense, arrange and report the same, together with a statement of their own proceedings, to the secre- tary of state, in the month of January in each year. 5. Members of state society. § 6. The presidents of the several county societies, or a delegate, to be chosen by them annually for the purpose, shall be ex-officio members of the New York State Agri- cultural Society. [Thus amended by Laws of 1844, ch. 336. | 6. Duty of county clerks. § 7. It shall be the duty of the county clerks, in the several counties in this state, to cause notice to be given in one or more newspapers in each county, of the time and place of a meeting to be held in such county for the purpose of organizing such county agricultural society ; and notice shall be given at least four weeks previous to such meeting. 7, American Institute to report. (Laws of 1844, ch. 336.) SEcTIoN 1. The president of the American Institute of the city of New York is required to make the like reports as are required by the fourth section of ‘‘ An act to pro- mote agriculture,’’ passed. May 6, 1841, to be annually made by the presidents of the several county agricultural societies, to the comptroller and to the executive com- mittee of the New York State Agricultural Society, on or before the first day of February in each year. 8. State society, when to report. § 2. The report and statement required by the fifth sec- tion of the said act, to be made by the executive com- mittee of the New York State Agricultural Society, in 10 145 § 10 AGRICULTURE. the month of January, may be made to the legislature, on or before the first day of March in each year. 9. Money, how distributed. (Laws of 1848, ch. 299.) SECTION .1. The moneys appropriated for the promotion of agriculture in this state, shall be distributed among the several counties of this state in the manner directed by the act entitled ‘‘ An act to promote agriculture,”’ passed May 5, 1841, and the act of May 7, 1844, amending the same: provided that the moneys to be distributed to the counties of Alleghany, Livingston and Wyoming, shall be varied from the apportionment in the above named acts so as to accord with the change of popu- lation, by chapter fifty-one of the laws of eighteen hun- dred and forty-six, which annexes a part of the county | of Alleghany to the county of Wyoming, and by chapter. one hundred and ninety-seven of the laws of eighteen hundred and forty-six, which annexes a part of the county of Alleghany to the county of Livingston. 10. Provision in case money is raised by voluntary subscription. §2. When the New York State Agricultural Society, and any county agricultural society now formed, or which may be hereafter formed in this state, or the American Institute in the city of New York, shall raise by volun- tary subscription any sum of money, the president and treasurer shall make and subscribe an affidavit of the facts of the formation of such society, and of their hav- ing raiged a certain sum, specifying the amount, which affidavit shall be placed with the comptroller, who shall draw his warrant on the treasurer for a sum equal to the amount of such voluntary subscription, not exceeding the amount to which said county or state society would be entitled, according to the apportionment aforesaid. 146 AGRICULTURE. § 12 11. Societies to elect officers annually and award premiums. § 3. The New York State Agricultural Society, and the several county agricultural societies, now formed, or which shall hereafter be formed, and the American Insti- tute, shall annually elect such officers as they may deem proper, and it shall be the duty of such officers annually to regulate and award premiums on such articles, produc- tions and improvements, as they may deem best calculated to promote the agricultural and household manufacturing interests of this state, having special reference to the net profits which accrue or are likely to accrue from the mode of raising the crop or stock, or the fabrication of the article offered, with the intention that the reward shall be given to the most economical or profitable mode of competition ; provided always, that before any pre- mium shall be delivered, the person claiming the same, or to whom the same may be awarded, shall deliver in writ- ing to the president of the society, an accurate descrip- tion of the process in preparing the soil, including the quantity and quality of the manure applied in raising the crop, and the kind and quantity of food in feeding the animal, as may be ; also the expense and product of the crop, or of increase in value of the animal, with a view of showing accurately the profit of cultivating the crop, or feeding or fattening the animal. 12, Account to be rendered to the comptroller. § 4. The president of the state society, and of the sev- eral county societies, and of the American Institute, who shall receive or expend any of the moneys appropriated by law, shall annually, in the month of December, trans- mit to the comptroller, a detailed account of the expendi- tures of all the moneys which shall come into their hands, stating to whom and for what purpose paid, with the vouchers thereof; and the presidents of the several 147 § 15 AGRICULTURE. county societies, and of the American Institute, shall an- nually transmit in the month of December, to the execu- tive committee of the New York State Agricultural So- ciety, all such reports or returns as they are required to demand from applicants for premiums, together with an abstract of their proceedings during the year. 13, Reports to be examined and condensed. § 5. The executive committee of the New York State Agricultural Society shall examine all reports and re- turns made by the presidents of county societies, and of the American Institute, and condense, arrange and report the same, together with a statement of their own proceed- ings, to the legislature, on or before the first day of March in each year. 14, Ex-officio members. $6. The presidents of county societies, or delegates to be chosen by them annually for the purpose, shall be ex- officio members of the New York State Agricultural Society. Il CorPoRATIONS FOR AGRICULTURAL AND HoRrTicuLTURAL PURPOSES. 15, Formation. Certificate; what to contain. (Laws of 1855, ch, 425.) Section 1. Any ten or more persons of full age, citi- zens of the United States, and a majority of whom shall be citizens of this state, who shall desire to form a county or town agricultural society in any county, town, city or village, in this state, may make, sign and acknowledge, before any officer authorized to take the acknowledgment of deeds in this state, and file in the office of the secre- tary of state, and also i in the office of the county in which 148 AGRICULTURE. § 17 the business of such society is to be conducted, a certifi- cate in writing, wherein shall be stated the name and title whereby such society shall be known in law, the particular business and objects of such society, the num- ber of trustees, directors or managers to manage the same, and the names of such trustees, directors or managers thereof ; for the first year of its existence. 16. Powers. § 2. Upon filing the certificate as aforesaid, the per- sons who shall have signed and acknowledged such certifi- cate, and their associates and successors, shall thereupon, and by virtue of this act, be a body politic and corporate by the name stated in such certificate, and by that name they and their successors shall and may have succession, and shall be persons in law, capable of suing and being sued, and they and their successors may have and usea common seal and may change and alter thesame at pleas- ure, and they and their successors, by their corporate name, shall in law be capable of taking and securing, hir- ing, leasing and underletting, purchasing and holding real estate for the purposes of their incorporation and for no other purpose, toa sum not exceeding the sum of thirty thousand dollars in value, and personal estate for like purposes to an amount not exceeding ten thousand dol- lars, and to make by-laws for the management of its af- fairs, not inconsistent with the laws of this state or of the United States, provided that no more property be exempt from taxation than is now allowed in the general law authorizing the incorporation of county and town agricultural societies. [Thus amended by Laws of 1881,. ch, 207.] 17. Life members. § 8. Any person who shall pay into the-treasury of said society such sum as the by-laws of said society shall re- 149 § 18 AGRICULTURE. quire, of not less than ten dollars, may be a life member of said society, with all the privileges of an annual mem- ber thereof. . 18. Stockholders; capital stock, § 4. Any person who shall pay into the treasury of said society annually a sum not less than fifty cents, as pre-~ scribed by the by-laws of said society, shall be a stock- holder and entitled to all the privileges and immunities thereof, or any society may by a majority vote, and by filing a certificate to that effect in the county clerk’s office of the county where it is located, divide the amount of real and personal property authorized by section two of this act into shares of not less than ten dollars each, and sell the said shares at not less than the par value thereof, to raise money for the purposes contemplated in this act, or may cause books to be opened by said directors for the subscription of capital stock to said cor- poration at such time and places and in such manner as they deem best. The capital stock of said corporation to be subscribed for under this section shall not exceed forty thousand dollars, and shall not be less than five thousand dollars, and shall be divided into shares of ten dollars each, and shall be paid in cash by the subscribers thereto at the time of such subscription; and the moneys so raised shall be subject to the provisions of section two of this act, and any person owning one or more of said shares of stock shall bea member and stockholder of said society, and may have one vote for each share so owned by him at any stockholders’ meeting of said society. Dividends may be'made from the earnings of said society and paid to the owners of said stock to the amount of twenty per centum per annum, but no such dividend shall be made when the society is in debt. [As amended by Laws of 1881, ch. 207, which superseded Laws of 1876, ch. 346.] 150 AGRICULTURAL FAIRS. § 20 19. Officers; directors classified; election; board of managers; duty of officers. § 5. The officers of said society shall consist of a presi- dent, and at least one vice-president, a secretary, a treas- urer, and six directors. The president and vice-president, secretary and treasurer shall be elected annually, and the ~ first year there shall be elected six directors ; they shall be divided by lot into three classes ; the first class to serve one year, the second class two years, and the third class three years ; and at the expiration of each term there shall be elected two directors to serve three years, and all vacan- cies that may occur to be filled only for the term made vacant. The election of all officers shall be by ballot of the stockholders or members, who shall have been such, not less than thirty days prior to such election. The board of managers shall consist of the president, the first vice-president, secretary, treasurer, and six directors, a majority of whom shall constitute a quorum for the transaction of business ; and it shall be the duty of said officers to so manage the property and concerns of the sald. society, as will best promote the interests of agricult- ure, horticulture and the mechanic arts; and they shall hold annual fairs and exhibitions, and distribute pre- miums to the best and most meritorious exhibitors in their several departments. [As amended by Laws of 1872, ch. 116.] 20. County societies, § 6. There shall be but one county society in any one county in this state; nor shall there be more than one society in any town therein ; but any two, or three or four towns may join and organize a society for the same, but the organization of such society by an association of towns shall not be held to prohibit the organization of any town society, or either one of such town societies. [As amended by Laws of 1881, ch. 388. j 151 § 23 AGRICULTURE. 21. Sale of real estate. § 7. The said society may, in case the uses and con- venience thereof so require, upon application to the supreme court of the district wherein said county at the time of such application shall be situated, obtain the requisite order and power to sell, from time to time, the whole or any part or parts of its real estate ; the granting of such order to be in the discretion of the court, and such application to be made only when authorized by said society, at an annual meeting thereof, by a vote of not less than two thirds of the legal members of said society present at such meeting, and notice of the intention to vote for such application having been published in three of the newspapers printed in said county once a week for three months preceding such annual meeting. 22. Liability of officers. § 8. The officers of any society organized under the pro- visions of this act, shall be jointly and severally liable for all debts due from said society, contracted while they are officers thereof, provided a suit for the collection of the same be brought within one year after the debt shall become due and payable. 23, Annual reports. § 9. The president, secretary, and treasurer of said soci- ety shall annually, on or before the first day of February, make out and transmit to the secretary of the State Agricultural Society at Albany, a statement of the trans- actions of said society for the year, giving a full detail of the receipts and expenditures thereof, with a list of premiums awarded and to whom and for what purpose, and the same shall be subscribed and sworn to by said officers, before some person authorized to take the ac- knowledgment of deeds, as being a just and true state- 152 AGRICULTURE. § 26 ment within the spirit, true intent, and meaning of this act. . 24, General powers. § 10. Every society formed under this act shall possess the power and be subject to the provisions and restrictions contained in the third title of the eighteenth chapter of the Revised Statutes. 25. Former societies ratified. $11. All societies formed under chapter three hundred and thirty-nine of session laws, passed June eighth, one thousand eight hundred and fifty-three, are hereby de- clared to be as valid as if formed under this act for the year eighteen hundred and fifty-five, and may reorganize under this law at any time. 26. Managers may appoint policemen ; their powers. (Laws of 1859, ch.. 36.) Srction 1. The board of managers or executive com- mittee of any agricultural or horticultural society of this state, is hereby authorized to appoint as many citizens of this state policemen, as shall be necessary for their ex- hibitions, whose duty it shall be to preserve order within and around the grounds of said society, to protect the property within said grounds, to eject all persons who shall be improperly within the grounds of said society, or who shall be guilty of disorderly conduct, or who shall neglect or refuse.to pay the fee or observe the rules pre- scribed by the society. Said policemen shall have the same power, during the time said exhibitions shall continue, that a constable may have by law, in serving criminal process and making arrests, and in addition may arrest any person for the commission of any offence mentioned in section two. 153 § 28 AGRICULTURAL EXHIBITIONS. 27, Penalty for wilful injury to property of ex- hibitors, §2. Any person who shall wilfully injure or destroy the property of exhibitors, visitors or lessees on the fair grounds, or shall hinder or obstruct the officers or police in the discharge of their duties, or shall wrongfully or maliciously gain admission to the fair grounds contrary to the rules of said society, or without paying the estab- lished fees, during any fair of such society ; or any per- son who shall enter into or upon said grounds without permission from a ‘‘ general superintendent’ duly ap- pointed by the board of managers of such society, and having such grounds in charge by its authority ; or who shall break through, injure or deface the fence or build- ings constituting the enclosure to such fair grounds when not in use for exhibitions ; or who shall deface, break into or enter any building or buildings upon such fair grounds or forming a part of the enclosure thereto, when not in use for exhibitions, shall be deemed guilty of a misdemeanor, and upon conviction thereof, before any justice of the peace of the county in which the crime shall have been committed, shall be subject to a fine of not less than five nor more than fifty dollars, or to im- prisonment in the jail of such county for a term not ex- ceeding sixty days, or to both such fine and imprison- ment, in the discretion of the court before whom the offender may be tried ; and all fines imposed and collect- ed under this section shall be immediately paid into the treasury of such agricultural or horticultural society for its use and benefit. [Thus amended by Laws of 1869, ch. 326%) 28, County and town not liable to police. § 3. No town or county shall be liable to pay said policemen for services rendered under this act. 154 GRAPE CULTURE. , § 380 29, Managers may prohibit trade and performances, (Laws of 1862, ch. 284.). SEcTION 1. In addition to the powers now vested by statute in the board of managers of any agricultural or hor- ticultural association, the officers of such association shall have power to regulate and prevent all kinds of theatrical, circus or mountebank exhibitions and shows, as well as all huckstering or traffic in fruits, goods, wares and mer- chandise of whatever description, for gain, on the fair days, and within a distance of two hundred yards of the fair grounds of said association, if in the opinion of said officers, the same shall obstruct or in any way interfere with the free and uninterrupted use of the highway around and approaching such fair grounds; and the police em- ployed by any such association shall possess the same power for a space of two hundred yards from said grounds, as is now vested in them by law within said grounds and be under the same control of the officers of the association within that space ; and the same fines and penalties shall be incurred for any violation of the rules and regulations of said officers of any such association within two hundred yards of the fair grounds, as is now by law incurred for any violation of the rules and regula- tions within the grounds of any such association. III. Currrvation ofr Grapes, Cotron, Etc. 30, Manner of formation. (Laws of 1865, ch, 234.) 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 155 § 32 HORTICULTURAL, ETC. 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 trans- porting and disposing of the same. Every corporation so formed shall be subject to all the provisions and obliga- tions contained in the aforesaid act, and the several acts amendatory of the same, so far as they are or may be ap- plicable, and shall be entitled to all the benefits and priv- ileges conferred by said act and amendatory acts ; except that such corporations shall not be confined in their operations to the counties in which their certificate shall be filed. IV. FormaTION oF AGRICULTURAL, HORTICULTURAL, MEDICAL, AND CURATIVE ASSOCIATIONS. 31. Title changed of ch. 40, Laws of 1848. (Laws of 1866, ch. 838.) Section 1. The title of the act entitled ‘‘ An act to authorize the formation of corporations for manufactur- ing, mining, mechanical or chemical purposes,”’ passed February seventeenth, eighteen hundred an forty-eight, is hereby amended so as to read as follows: ‘‘ An act to authorize the formation of corporations for manufactur- ing, mining, mechanical, chemical, agricultural, horticult- ural, medical or curative, mercantile or commercial pur- poses.” eo 32. What certificate shall state. § 2. At any time hereafter, any three or more persons may form a corporation for the purpose of carrying on any kind of manufacturing, mining, mechanical, chemi- cal, agricultural, horticultural, medical or curative busi- 156 AGRICULTURAL AND HORTICULTURAL. § 33 ness, 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 du- plicate 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 com- pany shall be carried on. 33, May hold stock in certain companies. § 3. It shall be lawful for any company heretofore or hereafter organized under the provisions of this act, or the act hereby amended, to hold stock in the capital of any corporation engaged in the business of mining, manufacturing or transporting such materials as are re- quired in the prosecution of the business of such company so long as they shall furnish or transport such materials for the use of such company and for two years thereafter, and no lenger ; and also to hold stock in the capital of any corporation which shall use or manufacture mate- rials, mined or produced by such company ; and the trus- tees of such company shall have the same power with re- spect to the purchase of such stock and issuing stock therefor as are now given by the law with respect to the purchase of mines, manufactories and other property necessary to the business of manufacturing, mining and other 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 157 § 36 FARMERS’ ASSOCIATIONS. sections twenty-one and twenty-two of the act hereby amended. [Thus amended by Laws of 1876, ch. 358.] 34, Officer in two companies. § 4. 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. V. Town AGRICULTURAL SOCIETIES. 35. State moneys to be paid to town societies in certain cases. (Laws of 1869, ch. 167.) Section 1. In any county where they have no county agricultural society, or shall not be in active operation as such, it shall be lawful to appropriate and pay the money that such county society would be entitled to re- ceive, did such county agricultural society exist and were in active operation, to the several town agricultural societies in said county, according to the amount of pre- miums paid, provided such town societies shall sustain a public fair with premium lists, which premium lists and reports of such town fairs shall be forwarded and made to the secretary of the State Agricultural Society. VI. AssocraTions oF FARMERS. 36, Associations of farmers may lease grounds, etc. (Laws of 1881, ch. 657.) a SECTION 1. Any association of farmers, f€Siding in any neighborhood, town or county in this state, now, or here- after to be organized, and acting under a constitution and by-laws adopted by themselves for their guidance, which 158 \ FARMERS’ ASSOCIATIONS. § 37 shall be filed in the clerk’s office of such town or county and which are not inconsistent with the laws of this state, is hereby authorized to lease and maintain grounds and structures for the exhibition and sale of the products of their farms or their skill, and for the instruction and rec- reation of its members and visitors. Any such associa- tion shall have authority to let, for rent, locations on their leased grounds to shopmen and persons wishing to furnish suitable refreshments for victualling members and visitors; to license peddlers to sell on their grounds articles of merchandise, not forbidden to be sold by any law of this state without license from the state ; and in the name of such association and upon the action and direction of its officers, to sue for and collect the stipulated sums for such rentals and licenses, and to enforce the observance of its rules and regulations by the several members of its association. And such association is hereby empowered to issue certificates of indebtedness in amounts of five dollars each, providing that the whole amount shall not exceed the sum of one thousand dollars, which they may sell at a price not below the par value thereof, for the pur- pose of raising money for the erection of buildings, or for such other improvements as may be deemed necessary by a majority of the members of such association. 37. Preservation of the peace at meetings. §2. The county judge of any county in this state wherein such a voluntary association of farmers may exist is here- by authorized, upon the nomination of the presiding officer, or the executive committee of such association, to appoint any number of reputable persons, citizens of such neigh- borhood, town or county, as special policemen or con- stables, who shall have authority to preserve the peace at any meeting of such association on its grounds or in the neighborhood thereof; and to protect the property of such association or of any of its members, visitors, lessees, 159 § 2 ANIMAL CULTURE. or licensees while on such grounds or on the way to or from such grounds. But such special policemen or con- stables shall have no authority, from such appointment, to act as policemen or constables, other than as herein au- thorized, except that they may arrest any person commit- ting unlawful depredation on such grounds, or unlawfully injuring persons or property thereon, or on the way to or from such grounds, or otherwise committing breaches of the peace, and may take such persons so offending, when arrested, before some proper magistrate, to be dealt with according to law. See Cruss, HorricuLrurE, Park, anD Vitus Parks. ANIMAL CULTURE. I. ImporTING, ETC., ANIMALS. 1, Five or more persons may associate. (Laws of 1857, ch. 776.) Srction 1. Any number of persons, not less than five, may associate and form an incorporation or company for the purpose of importing, raising and improving and breeding domestic animals upon filing in the office of the secretary of state a declaration, signed by all the incor- porators, expressing their intention to form such com- pany, together with a copy of the charter proposed to be adopted by them. 2. What the charter shall contain. § 2. The charter so filed shall set forth the name of the company, the town and county wherein the same shall be located, the mode and manner in which the corporate powers granted by this act are to be exercised, the dura- tion of the charter, which shall not exceed twenty-five years, the mode and manner of electing trustees or direc- tors, and of filling vacancies, the period for the commence- ment and termination of the fiscal year, and the amount of capital to be employed in the transaction of its busi- 160 ANIMAL CULTURE. § 4 ness ; but no company shall be organized under this act with a capital of less than fifteen thousand dollars, nor shall the declaration or charter of any company proposed so to be formed, be filed as required by the first section of this act, except upon due and sufficient proof, to be made to the secretary of state, upon the oath of at least two of the incorporators, that the whole amount of said capital has been subscribed in good faith, and at least twenty-five per cent thereof actually paid in cash. 3. Copy filed and notice given. §3. A copy of said declaration and Ghaar shall be filed in the office of the clerk of the county wherein the said company shall be located, and a notice of the inten- tion to form such company shall be published once in each week for at least six weeks in a newspaper publish- ed in said county. 4, Powers and privileges. § 4. Upon filing a declaration and charter as aforesaid, the persons who shall have signed the declaration, and their associates and successors, shall thereupon, by virtue of this act, be a body politic and corporate, by the name stated in such charter, and by that name they and their successors shall and may have succession, and shall be persons in law capable of suing and being sued, and they and their successors may have and use a common seal, and the same alter and change at pleasure ; and they and their successors, by their corporate name, shall in law be capable of taking and receiving, purchasing and holding real estate for the purpose of their corporation, to an amount not exceeding ten thousand dollars in value, and of mortgaging, selling and conveying, or otherwise dis- posing of the same, as the interests and objects of the company may require. 11 161 § 8 ANIMAL CULTURE. 5. Powers of aszociations. § 5. Any corporation formed under this act shall have power to raise, import, purchase, keep, breed and sell, all kinds of domestic animals, and do all other acts and things, not inconsistent with the laws of this state, necessary in their judgment to carry out and effect the object of their incorporation. _ 6. By-laws. § 6. The corporators or trustees, or directors, as the case may be, of. any company organized under this act, shall have power to make such by-laws, not inconsistent with the laws of this state, as may be deemed necessary for the government of its officers and conducting of its affairs, and the same to alter and amend at pleasure ; they may also prescribe such rules and regulations for the sale and transfer of the stock of the company, as they may deem just and expedient. 7. Liabilities of stockholders, '§'7, All the stockholders under this act shall be sever- ally and individually liable to an amount equal to the amount of the capital stock held by them respectively, to the creditors of said corporation, for all debts con- tracted by the directors or agents thereof for its use, until the whole amount of its capital stock shall be paid in. 8. General powers. § 8. The corporation hereby created shall possess the . powers and be subject to the restrictions contained in the third title of the eighteenth chapter of the Revised Statutes, so far as the same are applicable and have not been repealed. 162 ANIMAL CULTURE. § 11 II. ImpRoVEMENT OF PouULTRY, SMALL Birps AnD DoMESTIC ANIMALS, AND FisH CULTURE. 9, Company may be formed; objects. (Laws of 1874, ch. 288.) Srction 1. Any number of persons not less than thir- teen may associate and form an incorporation or company for the purpose of importing, raising and improving and breeding poultry, small birds, domestic and pet animals, and fish culture, and collecting and disseminating useful knowledge concerning them, by holding fairs, disbursing awards and premiums, and by publishing debates and transactions, and by such other lawful means as the members of the company may deem expedient, upon fil- ing in the office of the secretary of state, and also in the office of the clerk of the county in which the business of said company is to be conducted, a declaration signed by all the incorporators, and acknowledged before any officer authorized to take the acknowledgment of deeds in this state, expressing their intention to form such company, together witha copy of the charter proposed to be adopt- ed by them, and shall thereafter be a body corporate and politic by the name designated in said charter. [Thus amended by Laws of 1877, ch. 266.] 10. Powers. § 2. Such societies shall have power to elect a president, one or more vice-presidents, secretaries and a treasurer, and may make a constitution and by-laws for their govern- ment, and may hold real estate or other property to the value of twenty thousand dollars. 11. General powers and liabilities. § 8. Societies organized under this act shall possess the powers and be subject to the restrictions and liabilities of 163 § 12 ANIMAL CULTURE. title three of chapter eighteen, of part one of the Revised Statutes. 12. Liability of stockholders. 84. The stockholders of any corporation hereafter formed under this act or any act amendatory hereof, or supplementary hereto, or|extending the operation and effect hereof, shall, in addition to the liabilities provided for in said acts, be individually responsible, equally and ratably, in an amount to the extent of their respective shares of stock in such corporation. The term stock- holder, as used in this section, shall apply, not only to such persons as appear by the books of the corporation or association to be such, but also to every equitable owner of stock although the same may appear on such books in the name of another person ; and also to every person who shall have advanced the instalments or pur- chase-money of any stock in the name of any person under twenty-one years of age, and while such person remains a minor, to the extent of such advance ; and also to every guardian, or other trustee, who shall voluntarily invest any trust funds in such stock ; and no trust funds in the hands of such guardian or trustee shall be in any way liable under the provisions of this act, and the acts afore- said, by reason of any such inyestment, nor shall the per- son for whose benefit any such investment may be made, be responsible in respect to such stock until thirty days after the time when such persons, respectively, become competent and able to control and dispose of the same ; but the guardian or other trustee making such invest- ment as aforesaid, shall continue responsible as a stock- holder, until such responsibility devolves upon the per- son beneficially interested therein ; and, in respect to stock held by a guardian or other trustee under a transfer of the same by a third person, or under positive directions by a third person for such investment, the person mak- 164 BENEVOLENT AND CHARITABLE. §1 ing such transfer, or giving such directions, and his exec- utors and administrators shall, for the purpose of this act, and the acts aforesaid, be deemed a stockholder ; and the estate of such person, if he be deceased, shall be re- sponsible for the debts and liabilities chargeable on such stock, according to the provisions of this act. See Horse Breepinc and Protection oF ANIMALS, ATHLETIC. See Cruss. ARTISTIC. See Fins Arts, Ciuss, etc. BANKS. (Omitted.) See Loan anp Trust Cos. BENEVOLENT, CHARITABLE, SCIENTIFIC, MISSION- ARY, ETC. Section 1. Section one of chapter three hundred and nineteen of the laws of eighteen hundred and forty-eight, entitled ‘“‘ An act for the incorporation of benevolent, charitable, scientific and missionary societies,’’ and the several acts amendatory thereof, as amended by chapter five hundred and twenty-six of the laws of eighteen hun- dred and eighty-one, is hereby further amended so as to read as follows : I. Purposes oF CORPORATION. 1, Manner of formation, §1. Any five or more persons of full age, citizens of the United States, a majority of whom shall be citizens of, and resident within, this state, who shall desire to associate themselves for benevolent, charitable, literary, historical, scientific, missionary or mission or Sunday- school purposes, or for the purpose of mutual improve- 165 §1 BENEVOLENT AND CHARITABLE. ment in religious knowledge, or for the furtherance of re- ligious opinion, or for the purpose of promoting and cul- tivating the fine arts by establishing a gallery, or collec- tions of pictures and statuary, including other objects of the fine arts, and for the purpose of maintaining a library, or as a society for the prevention of crime, or for any two or more of such objects, may make, sign and acknowledge before any officer authorized to take the acknowledgment of deeds in the state, and file in the office of the secretary of state and also in the office of the clerk of the county in which the business of such society is to be conducted, a certificate in writing in which shall be stated the name or title by which such society shall be known in law, the particular business and objects of such society, the num- ber of trustees, directors or managers to manage the same, and the names of the trustees, directors or man- agers of such society for the first year of its existence. And any corporation organized, or which may hereafter be or- ganized under the provisions of this act, may from time to time change the title of the members of their managing board, or increase or decrease the number thereof to not less than five, on the consent in writing of not less than two thirds of theirnumber. A certificate of such change, executed as hereinabove provided for the original certifi- cate, shall be filed with the original certificate ; but neither ‘such original certificate nor such amendment thereof shall be filed unless by the written consent and approbation of one of the justices of the supreme court of the district in which the place of business or principal office of such com- pany or association shall be located, to be indorsed on such ceftificate ; and no written consent or approbation shall be given by any justice of the supreme court, for the organization and incorporation of any society under this act for the care or disposal of any orphan, pauper or destitute children except upon the certificate in writing ‘of the state board of charities approving of the organiza- 166 BENEVOLENT AND CHARITABLE. §2 tion and incorporation of such society, which certificate of such state board of charities shall be filed with the original certificate of such incorporation. [Zaws of 1883, ch, 446.] 2, When to become bodies politic and corporate. (Laws of 1848, ch. 319.) § 2. Upon filing a certificate as aforesaid, the persons who shall have signed and acknowledged such certificate, and their associates and successors, shall thereupon, by virtue of this act, be a body politic and corporate by the name stated in such certificate, and by that name they and their successors shall and may have succession, and shall be persons in law capable of suing and being sued ; and they and their successors may have and use a common seal, and the same may alter and change at pleasure ; and they and their successors, by their corporate name, shall, in law, be capable of taking, receiving, purchasing and holding real estate, for the purposes of their incor- poration, and for no other purpose, to an amount not ex- ceeding the sum of one hundred and fifty thousand dollars in value, and personal estate, for like purposes, to an amount not exceeding the sum of one hundred and fifty thousand dollars in value, but the clear annual in- come of such real and personal estate shall not exceed the sum of thirty thousand dollars ; to make by-laws for the management of its affairs, not inconsistent with the Constitution and laws of this state, or of the United States ; to elect and appoint the officers and agents of such society, for the management of its business, and to allow them a suitable compensation. [Thus amended by Laws of 1872, ch. 649.]* * The amendatory act, § 2, after specifying the changes made in this sec. tion, proceeds thus: ‘‘So that the associations which may be incorporated under the acts hereby amended shall be capable of taking, receiving, pur- chasing and holding for the purposes of their incorporation, and for no 167 85 BENEVOLENT AND CHARITABLE. 3. Election of trustees, etc. § 3. The society, so incorporated, may annually elect, from its members, its trustees, directors or managers, at such time and place, and in such manner as may be specified in its by-laws, who shall have the control and management of the affairs and funds of said society, a majority of whom shall be a quorum for the transaction of business, if not otherwise provided in the by-laws, ex- cept that no such purchase, lease or sale.of real estate shall be made unless two thirds of the whole number are present at the meeting at which it is ordered : and when- ever any vacancy shall happen among such trustees, di- rectors or managers, by death, resignation, or neglect to serve, such vacancy shall be filled in such manner as shall be provided by the by-laws of such society. [Thus amended by Laws of 1853, ch. 487.) 4, Provision in case no election is made. § 4. In case it shall atany time happen that an election of trustees, directors or managers shall not be made on the day designated by the by-laws, said society for that cause shall not be dissolved, but it shall and may be law- ful on any other day to hold an election for trustees, directors or managers, in such manner as may be directed by the by-laws of such society. 5. Restriction. § 5. The provisions of this act shall not.extend or apply to any association of individuals, who shall, in the certifi- cate filed with the secretary of state, or with the county clerk, use or specify a name or style the same as that of other purpose, real estate to an amount not exceeding one hundred and fifty thousand dollars, and personal estate to an amount not exceeding one hundred and fifty thousand dollars, provided, that the clear annual income of such real and personal estate shall not exceed thirty thousand dollars.” 168 ° BENEVOLENT AND CHARITABLE. §8 any previously existing incorporated society in this state. [Thus amended by Laws of 1861, ch. 239.] 6. Real or personal property may be held, etce.; proviso. §6. Any corporation formed under this act shall be capable of taking, holding or receiving any property, real or personal, by virtue of any devise or bequest contained in any last will or testament of any person whatsoever, the clear annual income of which devise or bequest shall not exceed the sum of ten thousand dollars ; provided, no person leaving a wife or child or parent, shall devise or bequeath to such institution or corporation more than one fourth of his or her estate, after the payment of his or her debts, and such devise or bequest shall be valid to the extent of such one fourth, and no such devise or bequest shall be valid, in any will which shall not have been made and executed at least two months before the death of the testator. 7. Liability of trustees. § 7. The trustees of any company or corporation organ- ized under the provisions of this act, present at any meet- ing authorizing the contraction of any debt, and acquiesc- ing in the passage of any resolution or order authorizing the same, shall be jointly and severally liable for any such debt, provided, a suit for the collection of the same shall be brought within one year after the debt shall be- come due and payable. [Thus amended by Laws of 1858, ch. 487.] 8. Institutions subject to visitation by justices of supreme court. § 8. All institutions formed under this act, together with their books and vouchers, shall be subject to the visitation and inspection of the justices of the supreme 169 §11 BENEVOLENT AND CHARITABLE, court, or by any person or persons who shall be appointed by the supreme court for that purpose, and it shall be the duty of the trustees, or a majority of them, in the month of December in each year, to make and file in the county clerk’s office where the original certificate is filed, a cer- tificate under their hands, stating the names of the trus- tees and. officers of such association or corporation, with an inventory of the property, effects and liabilities there- of, with an affidavit of the truth of such certificate and inventory, and also an affidavit that such association or corporation has not been engaged directly or indirectly, in any other business than such as is set forth in the original certificate on file. 9. General powers. § 9. Every corporation formed under this act shall possess the powers and be subject to the provisions and restrictions contained in the third title of the eighteenth chapter of the first part of the Revised Statutes. [Thus amended by Laws of 1849, ch. 273.] 10. Right to repeal. § 10. The legislature may at any time amend, annul or repeal any incorporation formed or created under this act. 11, Increase of trustees. § 11. The number of trustees, directors or managers in any corporation which may have been heretofore or which may hereafter be organized under the said act may be incfeased as follows: The existing trustees of any such corporation, or a majority thereof, shall make and sign a certificate declaring how many trustees, directors or managers the corporation shall have in the future manage- ment of its business and stating the names of the new or additional trustees, directors or managers, which certifi- 170 BENEVOLENT AND CHARITABLE. § 13 cate shall be acknowledged or be proved by a subscribing witness, and shall be filed in the office of the secretary of state, and also in the office of the clerk of the county where the original certificate of incorporation was filed ; and from and after the filing of such certificate, the trus- tees, directors or managers 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, directors or managers shall be had according to said act and the by-laws or regulations of said corpora- tion. [Added by Laws of 1875, ch. 452.] 12, Extending corporate existence. § 13. The term of existence of any corporation which may have heretofore been or which may hereafter be organized under this act, may be extended in the follow- ing manner: the trustees of such corporation, or a majority of them, shall make and sign a certificate declar- ing the term, not exceeding fifty. years, for which the said corporation is to be continued, which certificate. shall be duly acknowledged, and be filed in the office of the secre- tary of state, and also a copy thereof in the office of the clerk of the county where the original certificate of incor- poration was filed ; and from and after the filing of such certificate and copy, the said corporation shall be deemed - continued forthe term of years therein specified. [Added by Laws of 1876, ch. 190.] 13. Societies may re-incorporate themselves. (Laws of 1849, ch. 273.) [Section 1 amends the act of 1848.] § 2. The trustees, directors or stockholders of any exist- ing benevolent, charitable, scientific, or missionary cor- poration may by conforming to the requirements of the frst section of the act hereby amended, re-incorporate shemselves or continue their existing corporate powers 171 § 15 BENEVOLENT AND CHARITABLE. for the period limited by the act hereby amended, and all the property and effects of such existing corporation shall vest in'and belong to the corporation so re-incor- porated or continued. 14, May lease, sell, and convey real estate. (Laws of 1861, ch. 58.) Srotion 1. It shall be lawful for the supreme court of this state, upon the application of three fourths of the trustees of any benevolent, charitable, scientific, mission- ary society or orphan asylum incorporated by law, in case it shall deem it proper, to make an order for the leasing or sale and conveyance of any real estate belong- ing to such corporation, and to direct the application of the moneys arising therefrom by the said corporation to such uses as to the said court shall seem to be most for the interest of the corporation to which the real estate so leased or conveyed belongs. 15, Associations must report-before receiving ap- propriations. (Leiws of 1864, ch. 419.) Section 1. No moneys shall be paid from the treasury of this state pursuant to any act of the legislature mak- ' ing appropriation to any hospital, orphan asylum, benev- olent association, educational, scientific, charitable, or other similar institution not under control of the state, un- til the president and secretary, or the managers of such in- stitution, shall have made a report to the comptroller of the operations, purposes, financial condition, expenditures, and ‘management of such institution. The said report shall bear date on the first day of October, in each year, and shall include the details of the action of the man- agers for the entire year previous, and particularly of the disposition of moneys appropriated by the legislature for the maintenance of said institution, and shall be verified 172 ‘BENEVOLENT AND CIIARITABLE, § 18 by the affidavit of the officers making the same. It shall be the duty of the comptroller to withhold moneys appropriated for the benefit of any such hospital, asylum, association, or institution, the managers of which shall not have complied with this requirement; and he shall transmit such reports, or a copy of them, to the legisla- ture, together with his annual report. II. EpyucationaL INSTITUTIONS AND PARSONAGES. 16, Extending Laws. (Laws of 1870, ch. 51.) SEcTION 1. The ‘‘ Act for the incorporation of benev- olent, charitable, scientific and missionary purposes,’’ passed April twelfth, eighteen hundred and forty-eight, shall be deemed to authorize the incorporation of any society for the purpose of establishing and maintaining any educational institution or chapel, or place of Christian worship, or any parsonage, rectory or official residence of any bishop, pastor or minister of any Christian church or association. 17. Classification of trustees. § 2. It shall be lawful for the trustees or managers of any society incorporated under the act aforesaid, or under this act, to provide in their by-laws for the classification and the mode of perpetuating the board of trustees or managers, and filling vacancies therein, as the same may occur. 18, Value of aes to be held. § 3. Any university or college incorporated under the said act, or under this act, may take and hold, by gift, grant, devise or bequest, property or endowment not ex- ceeding in value or amount one million of dollars, sub- ject however to the restriction upon devises and bequests 178 § 22 BENEVOLENT AND CHARITABLE. contained in an act entitled ‘“‘ An act relating to wills,”’ passed April thirteen, eighteen hundred and sixty.* * 19, Exemption from filing inventory. -§ 4, The seventh section of the act mentioned in the first section of this act, and so much of the eighth section as requires the trustees to file annually, in the county clerk’s office, a certificate, inventory and affidavit, shall not be deemed applicable to universities and colleges in- corporated as aforesaid. 20, Existing societies, ; § 5. This act shall apply as well to societies heretofore organized under the aforesaid act, as to those which shall be hereafter organized. 21. No director or trustee to receive compensa- tion. (Laws of 1872, ch. 104.) Srctron 1. No trustee or director of any charitable or « benevolent institution, organized either under the laws of this state or by virtue of a special charter, shall receive, directly or indirectly, any salary or emolument from said institution, nor shall any salary or compensation what- ever be voted or allowed by the trustees or directors of any institution organized for charitable or benevolent purposes, to any trustee or director of said institution for services, either as trustee or director, or in any other capacity. ; Ill, Murvat Brnerit. 22. Certain societies and associations to be sub- ject only to the provisions of this act. (Laws of 1881, ch. 256.) Sxction 1. All associations and societies, whether vol- * The act referred to is Laws of 1860, ch. 360. 174 BENEVOLENT AND CHARITABLE, § 23 untary or incorporated under the laws of this state, or of any other state or territory of the United States or of the District of Columbia, doing business in this state, which heretofore have or hereafter may issue any certificate to, or have made or may make any promise or agreement with their members whereby upon the decease, or sickness or other physical disability of a member any money or other benefit, charity, relief or aid is to be paid, provided or rendered to such member, or to others dependent upon him, or beneficiary designated by him, which money, ben- efit, charity, relief or aid are derived from voluntary dona- tions or from admission fees, dues and assessments col- lected or to be collected from the members thereof and interest and accretions thereon, and which funds and the business operations of which associations and incorpora- tions are limited to such benevolent or charitable uses, shall be subject only to the provisions of this act as here- inafter specified. / 23. To report annually to superintendent of in- surance department; form of reports; fees; penalty for refusing to report. § 2. Every such association or society shall on or before the first day of March of each year make and file with the superintendent of the insurance department of this state, a report of their operations during the year ending on the thirty-first day of December, immediately preced- ing, which shall include the number of members then ex- isting, the number who have become members during such year, the number whose membership has terminated from any cause, and the cause thereof, the total receipts and sources thereof, the total expenditures and objects thereof. Such reports shall be upon blank forms to be provided by such superintendent, and shall be verified under oath by the duly authorized officers of such associations, and shall be published or the substance thereof in his annual 175 § 24 BENEVOLENT AND CHARITABLE. report by such superintendent, who shall be entitled to receive therefor, from each of such associations at the time of filing their annual report, a sum equal to one dollar for each one hundred members or fraction thereof, not exceeding the sum of twenty-five dollars from any association. And no other charge shall be made or fee col- lected from such associations or societies by such depart- ment for any purpose whatsoever, nor shall any deposit of securities with the superintendent be required from such associations or societies. Any association or society refusing or neglecting to make such report and payment may, upon the suit of any citizen of this state, be enjoined by the supreme court from carrying on any business until such report and payment shall be made, and until the costs of such action be paid. 24. Principal office, etc.; notice of change of office, etc. § 3. Every such association or society now doing busi- ness within this state shall, on or before the first day of July in the year eighteen hundred and eighty-one, and every such association hereafter commencing business within this state, shall, before doing business therein, designate some place within this state as the principal office in this state of such association, and some per- son residing in the same city, village or town where such office is located, as a person upon whom service of legal proceedings and papers may be made, as upon such asso- ciation, such designations to be made by an instrument under the hand of the president and secretary of such association, filed in the office of the superintendent of the insurance department of this state. If the person des- ignated as above provided shall die or remove from such place, another person shall be appointed in his place within thirty days. Notice of any change of the office of such association, or any new or different designation of 176 BENEVOLENT AND CHARITABLE. § 26 a person upon whom service may be made as above provided, shall, under the hand of such president and sec- retary, be filed with the superintendent aforesaid, within thirty days after such change or new designation is made. Upon failure to c6mply with any of the provisions of this section, such association shall cease to do business in this state until compliance therewith, and any officer, agent or representative of such association. who shall collect any moneys or issue any certificate in carrying on said business, after failure to comply with these require- ments, shall be liable to punishment as hereinafter pro- vided. 25. Certificate of authority to do business. § 4. No such association or society, except such as are now doing business within this state, shall commence busi- ness therein until it has received from the superintendent of the insurance department a certificate of authority a duplicate of which shall be filed in the office of said superintendent. It shall be the duty of said superin- tendent to refuse certificate to any association or society when, in his judgment, such refusal will best promote the public interests. 26. Visitation and inspection; trial by jury. § 5. All such associations and societies together with their books, papers and vouchers shall be subject to visitation and inspection by the superintendent of the insurance department or such person or persons as he may designate. If said superintendent shall be of the opinion that such association or society should be re- strained from doing business he shall report the same with the facts upon which such opinion is based to the attorney-general whose duty it shall be, if he shall be of the opinion that the facts warrant such report, to apply to the supreme court at a special term thereof within 12 177 § 28 BENEVOLENT AND CHARITABLE. the judicial district in which the principal place of busi- ness of such association or society within this state is located, for an order requiring the officers of such asso- ciation or society to show cause at a reasonable time and place within such district why such association or society should not be restrained from continuing to transact busi- ness, with power to the said court to adjourn the hear- ing thereof, from time to time, not exceeding, however, sixty days in the aggregate. Such associations or soci- eties shall be entitled to be heard and to a trial by jury of the facts stated in said report, and to examine papers and witnesses under oath in the usual mode of trials of actions, and the verdict of said jury shall be conclusive upon the propriety of restraining such continuance of business upon such report and opinion. And judgment shall be entered upon such verdict in the same manner as in ordinary actions under the Code of Civil Procedure. 27. Act not to apply to insurance companies. § 6. Nothing in this act contained shall be construed to apply to any corporation, company or society incorporat- ed under the life insurance laws of this or any other state, territory or country. 28, Penalty for neglect of official duty, etc. § 7% Any officer or agent of any such association or society, whose duty it is to make any report or perform any act as provided in this act, who shall neglect or re- fuse to comply with any of the provisions of this act in respect ¢hereto, or who shall make in any report or state- ment aforesaid any false or fraudulent statement, and any person who shall act within this state as agent, solic- itor or collector for any such association or society, which shall have failed, neglected or refused to comply with the provisions of this act, shall be guilty of a misdemean- or, and upon conviction thereof shall be punished by a 178 BENEVOLENT AND CHARITABLE. § 383 fine of not less than one hundred dollars nor more than five hundred dollars, or by imprisonment in a county jail of not less than ten days nor more than one year, or both such fine and imprisonment, in the discretion of the court. 29. Report to superintendent, effect of. § 8. The report to the superintendent of the insurance department shall be in lieu of all other reports required by any general law under which said associations or societies are or may be incorporated. 30. Investment of funds. (Laws of 1881, ch. 428.) | SxEotion 1. The funds of charitable and benevolent in- stitutions and charitable and benevolent corporations may be invested in any such securities as are now per- mitted by law to banks for savings ; and also in such real estate as such institutions or corporations are permitted to hold under the laws of this state. 31. May hold specific property. § 2. Such associations and corporations may retain and hold as such investment any specific property, real or personal, donated to them respectively. 32. Limitation. § 3. Nothing contained in this act shall be so construed as to permit any such institution or corporation to take or hold any personal or real estate beyond the amount in value it is now entitled to hold under its charter or the laws of this state. 33, Corporations may take and hold real and per- sonal estate. (Laws of 1881, ch. 641.) Srctron 1. All corporations already formed or which hereafter may be formed under and in pursuance of . 179 $1 BOARDS OF TRADE, chapter three hundred and nineteen of the laws of eigh- teen hundred and forty-eight, being ‘‘ An act for the in- corporation of benevolent, charitable, scientific and mis- sionary societies,’ and the several acts amendatory there- of, and their successors, by their corporate name, shall in law be capable of taking, receiving, purchasing, and holding real estate for the puposes of their corporation to an amount not exceeding the sum of two hundred thousand dollars in value, and personal estate for like purposes to an amount not exceeding the sum of two hundred thousand dollars in value, but the clear annual income of such real and personal estate shall not exceed the sum of fifty thousand dollars, subject, however, to the restrictions upon devises and bequests contained in an act entitled ‘‘ An act relating to wills,” passed April thirteenth, eighteen hundred and sixty. See Reticiovs. BIRD CULTURE. See Anrman, BOARDS OF TRADE. 1. Objects for which boards of trade or exchange may be formed; how incorporated. (Laws of 1877, ch, 228.) SrcTion 1. At any time hereafter any twelve or more persons who may desire to form a corporation commonly calledgboard of trade or exchange, for the purpose of fostering trade and commerce, to protect it from unjust or unlawful exactions, to reform abuses in trade, to dif- use accurate and reliable information among its mem- bers as to the standing of merchants and other matters, to produce uniformity and certainty in the customs and usages of trade, to settle differences between its members, 180 BOARDS OF TRADE. §3 + and to promote a more enlarged and friendly intercourse between merchants, may make, sign and acknowledge before some officer competent to take the acknowledgment of deeds, and file in the clerk’s office of the county where the principal office of such corporation is to be located, and a duplicate thereof in the office of the secretary of state, a certificate in writing in which shall be stated the name of the corporation, and the object for which it shall be formed, the amount of its capital stock, if any, the number of shares of which said stock shall consist, the time of its existence, not to exceed fifty years; the. number of trustees and their names, who shall manage the affairs of the corporation for the first year, and the name of the city or town and county in which the prin- cipal office of such corporation is to be located. 2. Powers and duties of the corporation. § 2. When the certificate shall have been filed as afore- said, the persons who shall have signed and acknowledged the same, and their successors and associates, shall be a body politic and corporate in fact and in name stated in such certificate ; and by such name shall have power, 1. To sue and be sued; complain and defend, in any court of law or equity. 2. To make and use a common seal, and alter the same at pleasure. 3. To appoint such subordinate officers and agents as the business of the corporation may require, and to allow them a suitable compensation. 4. To make by-laws not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock. 3, Liability of stockholders; of trustees. § 8. When the whole capital of any corporation formed under this act shall not have been paid in, and the capital 181 § 4 BOARDS OF TRADE. paid shall be insufficient to satisfy the claims of its cred- itors, 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 in the certificate of incorporation, | or such proportion of that sum as shall be required to satisfy the debts of the corporation, and in the event of such corporation not having any capital stock, then the trustees thereof shall be jointly and severally liable for all debts incurred by the corporation while they were trus- tees thereof, and for the recovery of which suit shall be brought within two years from the time such indebted- ness accrued. 4, Trustees, election and qualifications of; notice of election; election; vacancy. § 4. The stock, property, affairs and concerns of such corporations shall be managed by not less than twelve trustees, who shall be members of such corporation and citizens of the United States, and a majority of whom shall be citizens of this state, who shall, except the first year, be annually elected by the members at such time . and place as shall be designated by the by-laws of the corporation, and who shall hold office for the term of one year, or until their successors are elected. Public notice of the time and place of holding such election shall be published for at least ten days prior thereto, in some newspaper published in the city or county where the principal office of such corporation is located, and posted in a conspicuous place in the office of such corporation, and the election shall be made by such of the members as shafl attend for that purpose, in person or by proxy ; and, in case such corporation possesses a capital stock, each member shall be entitled to cast as many votes as he owns shares of stock in said corporation, and the per- sons receiving the greatest number of votes shall be trus- tees. When any vacancy occurs in the board of trustees 182 , BOARDS OF TRADE. § 7 by death, resignation or otherwise, it shall be filled for the remainder of the year in such manner.as may be pro- vided by the by-laws of the corporation. 5. Officers. § 5. There shall be a president of the corporation who shall be designated from the number of the trustees, and also such subordinate officers as the corporation by its by-laws may designate, who may be elected or appointed, and required to give security for the faithful performance of the duties of their office as the corporation by its by- laws may require. 6. May acquire property. § 6. Such corporations shall have power to acquire by lease or purchase such rooms, buildings, furniture or other property, as may be necessary for the use of the corporation, and not exceeding in value the sum of five unndred thousand dollars, and to borrow money for such purposes and to issue bonds therefor, and to secure the same by mortgage ; and generally to acquire and take by gift, purchase, devise and bequest, subject to the provi- sions of law relating to devises and bequests by last will and testament or otherwise, real and personal property, and to hold, sell, convey, lease and mortgage the same, or any part of such real and personal property, as may . be necessary for the objects and carrying into effect the purposes of the corporation. 7. Control of members. § 7. Such corporations shall have power to admit and expel members in such manner as may be provided in the by-laws of such corporation. BOND AND INDEMNITY. See GUARANTEE. 183 § 4 BRIDGE COMPANIES. 5 BRIDGE COMPANIES. 1, Corporators and corporate purposes. (Laws of 1848, ch. 259, as amended by Laws of 1883, ch. 313, §§ 1 and 2.) Srction 1. Any number of persons not less than five may be formed into a corporation, for the purpose of con- structing and owning a bridge or causeway across any stream or channel or water, or adjoining bay, swamp, marsh or water, which it may be necessary to cross in- order to form, in connection with such bridge or causeway to be constructed across such stream or channel, a con- tinuous roadway across such stream or channel and such adjoining bay, swamp, marsh, or water, as hereinafter provided, upon complying with the following require- ments : 2. Articles of association to be subscribed. 1. They shall severally subscribe articles of association, in which shall be set forth the name of the corporation, the number of years the same is to continue, which shall not exceed fifty years ; the amount of the capital stock of the corporation, which shall be divided into shares of twenty-five dollars each, the number of directors and their names, who shall manage the concerns of the cor- poration for the first year, and until others are elected ; the location of such bridge, and the plan thereof : 3. Names and shares, | 2. a subscriber to such articles of association shall subscribe thereto his name and place of residence, and the number of shares of stock taken by him in such cor- poration. 4, Articles, when and where to be filed. 3. Whenever one fourth part of the amount of the capital 184 ~ BRIDGE COMPANIES. §6 stock, specified in the articles of association, shall have been subscribed, and on complying with the provisions of the next section, such articles may be filed in the office of the state engineer and surveyor, and clerk of the county or counties in which the bridge is built; and thereupon the persons who have subscribed the articles of association as aforesaid, and such other persons as shall become stockholders in such company, and their succes- sors, shall be a body corporate, by the name specified in such articles of association, and shall possess the powers and privileges, and be subject to the provisions of titles three and four of chapter eighteen of the first part of the Revised Statutes, so far as those provisions are consis- tent with the provisions of this act. 5. Liability of stockholders. § 2. All the stockholders of every company incorpo- rated under this act shall be severally and individually liable,to an amount equal to the amount of the capital stock held by them respectively, to the creditors of such company, for all the debts contracted by the directors or agents of such company for its use, until the whole amount of the capital stock fixed and limited by such company is paid in, and a certificate thereof filed in the offices afore- said, and the whole capital stock paid in shall be one half thereof within one year, and the other half thereof within two years from the time of the incorporation of such company, and if not so paid in, such corporation shall be dissolved. If the directors of any corporation formed under this act shall contract debts for the com- pany, exceeding in the aggregate the amount of the cap- ital stock, they shall be personally liable for all the debts of the corporation. 6. Amount to be paid before filing articles. § 3. Such articles of association shall not be filed as 185 $8 BRIDGE COMPANIES. aforesaid, until five per cent on one fourth the amount of the stock of such company fixed as aforesaid shall have been actually paid in, in good faith, to the directors named in such articles of association, in cash, nor until there shall be indorsed thereon, or annexed thereto, an affidavit made by at least three of the directors named in such articles of association, that the amount of stock required by the first section of this act to be subscribed has been subscribed, and that five per cent on the amount has been actually paid in as aforesaid. 7, Copy of articles to be evidence. § 4. A copy of such articles of association filed in pur- suance of this act, with a copy of such affidavit indorsed thereon or annexed thereto and certified to be a copy by the proper officer, shall, in all courts and places, be pre- sumptive evidence of the facts therein contained. 8. Election of directors. § 5. The business and property of every such corpora- tion shall be managed and conducted by a board of direc- tors, consisting of not less than five, nor more than nine, _ who shall be chosen, except those for the first year, at such place within a county in which the bridge of such corporation or some part thereof shall be located, as shall be prescribed by the by-laws thereof. The directors shall give notice of every such election, previous to the holding thereof, by publishing the same once in each week, for four successive weeks, in a public newspaper, published in each county in which such bridge or any part tRereof shall be located, and if in any such county no such paper shall be published, such notice shall be published in some county adjoining such last-mentioned county. All elections of directors shall be by ballot and by a majority of all votes given thereat ; and every stock- holder being a citizen of: the United States and attending 186 BRIDGE COMPANIES, §9 in person or by proxy, shall be entitled to one vote for each share of stock which he shall have owned absolutely, or as executor, administrator or guardian, for thirty days previous to such election. No person shall be a director unless he shall bea stockholder, owning at least four shares of stock, absolutely in his own right or as executor, admin- istrator or guardian, and entitled to vote at the election at which he shall be chosen, nor unless he shall be a citizen of this state ; and a majority of the directors shall, at the time of their election, be residents of the county or counties in which such bridge shall be located. When- ever any vacancy shall happen in the board of directors, it shall be supplied until the next election by the remain- ing directors. Thedirectors of every such company shall be elected in the same month, in each and every year, and such election after the first shall be held on the first Tuesday of such month, and the directors chosen at any election shall hold their offices, to and including the Tues- day next after that appointed by law for holding the election next succeeding that at which they were chosen. If an election of directors shall not be held on the day prescribed by this act for holding the same, the directors in office on that day shall hold their offices until their successors shall be elected, but after the expiration of their regular term of office as prescribed by this section, they shall be incapable of doing any act, as such directors, except such as may be necessary to give effect to an elec- tion of directors. The provisions of the second article of the second title of the eighteenth chapter of the first part of the Revised Statutes, shall apply to every cor- poration formed under this act, so far as such provisions shall be consistent with the provisions of this act. 9. Application for leave to erect bridges. § 6. When any bridge corporation shall be desirous of constructing a bridge or any part thereof, in any county, 187 § 10 BRIDGE COMPANIES. it shall apply to the board of supervisors of such county at the annual or any special meeting thereof, for authority to construct such bridge ; of which application such cor- poration shall give notice, by publishing the same in at least one public newspaper in such county, or if no news- paper is published therein, then in an adjoining county, once in each week for six weeks successively, previous to the time of presenting such application to such board, specifying such time and the location of such proposed bridge. If the place of the location of such bridge shall be situated in more than one county, such application shall be made to the board of supervisors of every such county. Such application shall also specify the length and breadth of such bridge ; and the notice of such application shall set forth all the particulars required to be specified in such application. Upon the hearing of the said application, all persons residing in such county or interested in such application, may appear and be heard in respect thereto. Such board may take testimony in respect to such appli- cation, or may authorize it to be taken by a county judge or justice of the peace of such county ; and it may ad- journ the hearing from time to time. FERRY COMPANIES. $11 duties of their office as the company by its by-laws may require. 7. Eligibility to the office of a director. § 7 Stockholders only shall be eligible to the office of director ; and if a director shall cease to be a stockholder, his office shall be deemed to be vacant. 8. What shall constitute a vote. § 8. Each share of stock shall entitle the holder to one vote on all questions submitted to the stockholders for action. 9. Subscriptions may be called in. § 9. The directors may call in the subscriptions to the stock at such times and in such instalments as they may deem proper; and in case any stockholder shall refuse or neglect to make payment according to such call, the directors may require him to make such payment within twenty days thereafter, by serving a notice to that effect upon him personally, or by leaving a copy thereof at his residence or place of business, or by publishing the same in the manner prescribed by the fourth section of this act, upon pain of forfeiting his stock and all previous pay- ments thereon; and in case the payment shall not be made as thus required, such stock, and all the previous payments thereof, shall be forfeited to the company. 10. Stock transferable. § 10. The stock of such company shall be deemed per- sonal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company. 11. Certificate to be evidence of incorporation. § 11. A copy of any certificate of incorporation, filed in 317 § 14 FERRY COMPANIES. pursuance of this act, certified by the county clerk or his deputy to be a true copy thereof and of the whole of such certificate, shall be received in all courts and places as presumptive evidence of the due see SpOEOn of the said company. 12. Half of capital to be paid in before com- mencing business. §12. No company formed under this act shall be authorized to commence its business until at least one half of its capital shall have been actually paid in, nor until affidavits of such payment, sworn to by a majority of the directors, shall have been filed in each of the offices in which the certificate of incorporation is required to be filed by the first section of this act. 13. Right to maintain ferries. § 13. Any company incorporated under this act shall have power to take by grant, from any authority entitled by the laws of this state to make such grant, or by assign- ment, the franchise or right to establish and maintain ferries, and to hold and exercise the said franchise or right, and to carry on the business appertaining thereto; . but this act shall not be construed to confer any such franchise or right to impair, establish, admit or deny any of the rights of the mayor, aldermen and commonalty of the city of New York, or any other municipal corporation, or of the owner or owners of any legally existing ferry, or the vested rights of any other corporation whatever. 14s Certificate stating amount of capital stock paid in, etc.; liability of stockholders. § 14. The president and a majority of the directors, within thirty days after the payments of the last instal- ments of the capital stock so fixed and limited by the company, shall make a certificate stating the amount of 318 FERRY COMPANIES. § 15 the capital stock so fixed and paid in, which certificate shall be signed and sworn to by the president and a majority of the directors ; and they shall, within the said thirty days, file the same in each of the offices in which the certificate of incorporation is required to be filed by the first section of this act. 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 said company ; and they shall in addition to the liabilities hereinabove imposed, 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 re- spectively, for all debts and contracts made by such com- pany, 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 this 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. 15, Capital stock may be increased. § 15. The capital stock of any such company may be increased from time to time, until it reaches the limit specified in the certificate of incorporation, by a vote of the stockholders represented, not less than a majority of the whole stock of the company, at any annual meeting, or special meeting called for the purpose, and not other- wise ; and when any such increase shall have been thus determined upon, a certificate thereof, signed by a major- ity of the directors, shall, within ten days thereafter, be filed in each of the offices in which the original certificate of incorporation shall have been filed. 319 §1 FINE ARTS. 16. Annual report to stockholders. § 16. The directors of any such company shall, at each annual meeting of the stockholders, and at every special meeting where directors are to be elected, submit to the stockholders a report, showing the amount of the capital stock of the company actually paid in, the property and effects of the company on hand, the debts due from the. company, and the names and places of residence of the stockholders as nearly as the same can be ascertained ; and shall also, within ten days thereafter, cause such report, with an affidavit sworn to by a majority of them, to be filed in the offices in which the original certificate of incorporation shall have been filed. 17. Directors liable for false report. § 17. If any certificate or report made by the directors of any such company, in pursuance of the provisions of this act, shall be false in any material representation, all the directors 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 were direc- tors thereof. FINE ARTS AND MUSICAL CORPORATIONS. 1, Five or more persons may form society. (Laws of 1860, ch, 242.) SEcTION 1. Any five or more persons of full age, citizens of the United States, may associate, pursuant to ‘‘ An act for the incorporation of benevolent, charitable, scientific and missionary societies,’ passed April twelfth, eighteen hundred and forty-eight, and the acts amendatory there- of, for the purpose of promoting and cultivating the fine arts, by establishing a gallery or collection of pictures and statuary, including other objects of the fine arts; and 820 ' MUSICAL COLLEGES. § 3 when associated, they shall be subject to the provisions of the aforesaid acts. 2. May hold real or personal property to certain extent. § 2. Any fine art association so formed may be capable of taking, by gift, devise, bequest or purchase, and of holding, for the purposes of their incorporation, and for no other purpose, real and personal property exceeding in value the amounts limited by the said act, provided a justice of the supreme court of the district in which the principal office of such association shall be located, shall from time to time allow the same, by an order to be en- tered on the records of the court, which shall also specify the limit fixed by said justice. 3. Incorporation of musical colleges and schools, (Laws of 1875, ch. 176.) SEcTion 1. Any citizens not less than ten in number, of whom a majority shall be inhabitants of this state, who may desire to found and endow a musical college, school or academy within this state for the education of persons in the lower and higher branches of music may make, sign and acknowledge before some officer authorized to take the acknowledgment of deeds, a certificate in writing in which shall be stated the corporate name of the pro- posed institution, the names of the persons proposed for the first trustees, not less than seven, the object of said corporation, and the name of the city or town in which it is proposed to locate the same, and shall file such certifi- cate in the office of the county clerk of the county in which such corporation is located, and in the office of the secretary of state. Such corporation may hold and pos- sess real and personal property to the amount of two millions of dollars. 21 321 §1 FIRE AND HOSE COMPANIES. 4, Powers and privileges of corporation. § 2. Every institution incorporated under this act shall have all the powers and privileges and be subject to the provisions, liabilities and restrictions of the third title of the eighteenth chapter of the first part of the Revised Statutes so far as the same are applicable. The trustees of every college or academy incorporated pursuant to this act shall have power to grant and confer diplomas and the degree of doctor of music. 5. May take and hold property. § 8. Any corporation formed under this act shall be capable of taking, holding, or receiving any property, real or personal, by virtue of any devise or bequest contained in any last will or testament of any person whomsoever, the clear annual income of which devise or bequest at the time the same is made shall not exceed the sum of two hundred thousand dollars ; subject to all the provisions of law relating to devises and bequests by last will and testament. See BENEVOLENT AND CHARITABLE CLUBS. FIRE, HOSE, AND HOOK AND LADDER COMPANIES. 1. Corporations, how formed. (Laws of 1873, ch. 397.) Srctron 1. Any ten or more persons, residents of this state, who shall desire to associate themselves together in a corporate capacity as a fire, hose or hook and ladder company, may make, sign and acknowledge, before any officer authorized to take the acknowledgment of deeds in this state, and file in the office of the secretary of state, and also in the office of the clerk of the county in which the office of the proposed company shall be situate, a certificate in writing in which shall be stated the name or title by which said company shall be known in law, the 322 FIRE AND HOSE COMPANIES, § 2 particular business and object of said incorporation, the name of the incorporated city or village, or the town in which said company proposes to act, the number of trus- tees, directors or managers to manage the same, and the names of the trustees, directors or managers for the first year of its existence, and the number of years said com- pany shall exist, not to exceed fifty years, but such certifi- cate shall not be filed unless there shall be annexed there- to a certified copy of a resolution of the board of trustees of the village, or approval of the mayor of the city in which said company is situate, or if said company be not located in an incorporated city or village, then a resolu- tion of the board of town auditors of the town, consent- ing to such incorporation ; provided that such corpora- tions shall only engage in or conduct such business as properly belongs to fire, hose or hook and ladder com- panies, and only in the incorporated city or village, or the town named in the aforesaid certificate ; and provided further, that in taking part in the prevention and extin- guishment of fires in cities and villages, said corporations shall be under the control and subject to the orders of the city or village authorities or officers, who by law have or may have control over the prevention or extinguish- ment of fires in incorporated cities or villages in which said corporations shall conduct their business. 2. Upon filing certificate, persons to become a body corporate; corporate powers. § 2. Upon filing a certificate as aforesaid, together with such resolution of approval, the persons who shall have signed and acknowledged such certificate, and their asso- ciates and successors, shall thereupon, by virtue of this act, be a body politic and corporate by the name stated in such certificate, and by that name they and their succes- sors shall and may have succession, and shall be capable in law of suing and being sued ; and they and their suc- 323 84 FIRE AND HOSE COMPANIES. cessors by their corporate name shall, in law, be capable of taking, receiving, holding and purchasing real estate for the purposes of their incorporation, and for no other purpose, to an amount not exceeding the sum of fifty thousand dollars in value, and personal estate for like purposes to an amount not exceeding the sum of fifty thousand dollars in value; to make by-laws for the management of its affairs not inconsistent with the Con- stitution and laws of this state or of the United States, to elect and appoint the officers and agents of such company for the management of its business, and to allow them a suitable compensation, and to prescribe the qualifications © of membership of said company. 3. Annual election of trustees, etc. § 8. The company so incorporated may annually elect from its members its trustees, directors or managers, at such time and place, and in such manner as may be specified in its by-laws, who shall have the control and management of the affairs and funds of said company, and a majority of whom shall be a quorum for the trans- action of business. Whenever any vacancy shall happen among said trustees, directors or managers, by death, resignation or neglect to serve, such vacancy shall be filled in the manner provided in the by-laws of said com- pany. 4. Failure to hold election. § 4. In case it shall at any time happen that an election of trustees, managers or directors shall not be made on the day designated by the by-laws, said company shall not for that cause be dissolved, but it shall and may be lawful on any other day to hold an election for trustees, directors or managers, in such manner as said company may determine. 324 ? FIRE AND HOSE COMPANIES. §7 5. May take property by devise, etc. § 5. Any corporation formed under this act may take, hold or receive any property, real or personal, by virtue of any devise or bequest contained in any last will and testament ; provided, that no person leaving a wife, child or parent shall devise or bequeath to such corporation more than one fourth of his or her estate, after payment of all debts existing against said estate, and such devise or bequest shall be valid to the extent of such one fourth only. 6. Liability of trustee. § 6. The trustees of any company or corporation organ- ized under the provisions of this act shall be jointly and severally liable for all debts due from said company or corporation, contracted while they are trustees ; provid- ed said debts are payable within one year from the time they shall have been contracted ; and provided further, that a suit for the collection of the same shall be brought within one year after the debt shall become due and pay- able. 7, Certificate and inventory to be annually made and filed. §7. It shall be the duty of the trustees, directors or managers of all corporations formed under this act, or a majority of said trustees, directors or managers, on or be- fore the fifteenth day of January in each year, to make ‘and file in the county clerk’s office where the certificate of incorporation is filed, a certificate under their hands, stating the names of the trustees and officers of such cor- poration, with an inventory of the property and effects and liabilities thereof, with an affidavit of said trustees, directors or managers of the truth of such certificate and inventory ; and also a like affidavit that such corpora- tion has not been engaged, directly or indirectly, in any 825 § 10 FIRE AND HOSE COMPANIES. other business than such as is set forth in the certificate of incorporation. 8. General powers. § 8. Every corporation formed under this act shall possess the general powers conferred by and be subject to the provisions and restrictions of the third title of the eighteenth chapter of the first part of the Revised Stat- utes. 9. Right to repeal. § 9. The legislature may at any time alter, amend or repeal this act, or any part thereof. [Section 10 prescribes time when act took effect. } 10, Exemption from taxation. § 11. The members of any fire company organized under the provisions of this act, and situated within any incorpo- rated village,may be exempted from taxation to the a- mount of five hundred dollars on any village assessment for village purposes, and from highway poll tax in addition to the exemptions now enumerated by law, and the real and personal property of any such company may be exempted, from like village taxation, provided that at any general election or at any special election called for that purpose, a majority of the legal voters of such village shall vote in favor thereof, and at any such election the vote shall be by ballot, and the ballots shall be indorsed ‘‘ for’’ or ‘‘ acainst exemption from taxation of the members of the fire company,”’ and a similar ballot indorsed ‘‘ for’’ or “against the exemption of the real and personal prop- erty of the fire company.’’ Such election shall be held in the same manner and by the same officers as at a gener- al election in said village. [As amended by Laws of 1879, ch. 250. ] : 326 GAS-LIGHT. § 2 FIRE INSURANCE. (Omrrrep.) FISH CULTURE. See Anmmat CULTURE. GAS-LIGHT COMPANIES. 1, Companies, how formed. (Laws of 1848, ch. 37.) Section 1. Any three or more persons who may desire to form a company for the purpose of manufacturing and supplying gas for lighting the streets and public and private buildings of any city, village or town, or two or more villages or towns, not over five miles distant from each other, in this state, may make, sign and acknowl- edge before some officer competent to take the acknowl- edgment 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 num- ber of shares of which the stock shall consist, the number of directors, and their names, who shall manage the con- cerns of said company for the first year, and the name of the town and county in which the operations of the said company are to be carried on. [Thus amended by Laws of 1871, ch. 95.] 2. Powers of corporation; may borrow money and mortgage corporate property. § 2. When the certificate shall have been filed as afore- 327 83 GAS-LIGHT. said, 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 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 the operations named in such certificate ; and said company may, from time to time, borrow such sums of money as may be necessary for carrying on said operations, not exceeding one half the capital stock of said company, and may issue and dispose of its bonds for any amount so borrowed, and mortgage the corporate property and franchises of said company to secure the payment of any debt con- tracted by it for the purposes aforesaid. [Thus amended by Laws of 1872, ch. 374.] 3. Number of directors, etc, § 3. The stock, property and concerns of such company shall be managed by not less than three nor more than thir- teen trustees or directors who shall respectively be stock- holders in such company and citizens of the United States and a majority of whom shall be citizens of this state ; who shall, except the first year or as hereafter provided, be annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the company ; and public notice of the time and place of holding such election shall be published not less than ten days pre- vious 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 stock- holders as shall attend for that purpose, either in person 328 GAS-LIGHT. § 38. 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 or directors ; and when any vacancy shall happen among the trustees or directors, by death, resignation or other- wise, 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. The number of trustees or directors in any such corporation organized before or since the twenty-fifth day of April, eighteen hundred and seventy- two, or which shall hereafter be organized under said act, may be increased to not more than thirteen, as follows: The existing trustees or directors of any such corporation, or a majority of them, shall make and sign a certifi- cate declaring how many trustees or directors the corpora- tion shall have in the future management of its business, and stating the names of the new or additional trustees or directors, which certificate shall be acknowledged by the trustees or directors signing the same, or proved by a subscribing witness, and shall be filed in the office of the clerk of the county where the original certificate of incor- poration was filed ; and a duplicate or transcript thereof, duly certified under the official seal of such clerk, filed in the office of the secretary of state ; and from and after the filing of such certificate and duplicate, or transcript, the trustees or directors of such corporation shall be deemed increased to the number therein stated, and the persons so named therein shall be trustees or directors until a new election of trustees or directors shall be had according to the said act and the by-laws or regulations of such corporation. [Thus amended by Laws of 1881, ch. 811, and part of § 3 of ch. 497, Laws of 1883. ]* * See post Manufacturing Companies for remainder of § 3 of ch. 497, Laws of 1883. ; 329 §7 GAS-LIGHT. 4, Provision in case of neglect to elect directors. § 4. In case it shall happen at any time, that an election of directors 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 directors, in such manner as shall be provided for by the said by-laws, and all acts of directors shall be valid and binding as against such company, until their succes- sors shall be elected. 5. President and subordinate officers. § 5. There shall be a president of the company, who shall be designated from the number of the directors, and also such sh ecoertnag officers as the company by its by- laws may designate, who may be elected or appointed and required to give such security for the faithful per- formance of the duties of their office as the company by its by-laws may require. 6, Calls may be made on stockholders. § 6. It shall be lawful for the directors 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 instalments as the directors shall deem proper, 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 three suc- cessive weeks in any newspaper in the place where the business of the company shall be carried on as aforesaid. 7. By-laws may be made. § 7. The directors of such company shall have power 330 GAS-LIGHT. § 10 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 the business aforesaid. 8. Stock transferable. § 8. The stock of such company shall be deemed per- sonal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company. 9. Copy of certificate evidence, §9. A 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 cer- tificate, shall be received in all courts and places, as pre- sumptive legal evidence of the incorporation of such company, if the same shall comply with the provisions of this act. 10, Liability of stockholders. § 10. All the stockholders 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 within two years from the incorporation of said company, or such corporation shall be dissolved. 831 § 13 GAS-LIGHT. 11. Certificate of payment of stock to be filed. §11. The president and a majority of the directors, within thirty days after-the payment of the last instal- ment 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 directors ; and they shall, within the said thirty days file the same in the office of the county clerk of the county wherein the business of the said company is carried on. 12. Companies to make an annual report. § 12. Every such company shall make a report annu- ally, within twenty days from the first day of January, which shall be published in some newspaper published in the city, village or town where the business of said company is carried on, of 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 presi- dent and a majority of the directors, and verified by the oath of the president and secretary of the company ; and if any of said companies shall fail so to do, all the direct- ors of the company failing so to do 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. — 13. Provision respecting dividends. §43. If the directors 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 reduce the amount of their capital, they shall be jointly and severally liable for all the debts of the company then existing, and for all that 3832 GAS-LIGHT. § 16 shall be thereafter contracted, so long as they shall respectively continue in office: Provided, That if any of the directors shall at any time-before the time fixed for the payment of such dividend object thereto, and shall, within thirty days thereafter 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.. 14, Provision respecting false reports or certifi- cates. § 14. If any certificate, 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, all 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. 15, Liability for debts. § 15. 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. 16. Right to alter, amend or repeal. § 16. 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 such corporation, its stockholders or officers, for any lia- bility which shall have been previously incurred. 333 § 18 GAS-LIGHT. 17, Provision respecting debts not payable within one year. § 17. 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 any stock- holder 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. 18. May lay conductors in streets, with consent of municipal authorities; personal property may be exempted from taxation, $18. Any corporation formed under this act shall have full power to manufacture and sell and to furnish such quantities of gas as may be required in the city, town or village where the same shall be located, or said two or more villages or towns, not over five miles distant from each other, named in the certificate of incorporation, filed for lighting the streets and public and private buildings or for other purposes ; and such corporation shall have power to lay conductors for conducting gas through the streets, lanes, alleys, squares and highways, in such city, villéges or towns, with the consent of the municipal authorities of said city, villages or towns, and under such reasonable regulations as they may prescribe; and the said municipal authorities shall have power to exempt any corporation formed under the provisions of this act from taxation on their personal property for a period not ex- 384 GAS-LIGHT. § 21 ceeding three years from the organization of said corpora- tion. [Thus amended by Laws of 1871, ch. 95.] 19, Penalty for injuring works, §19. Any person wilfully injuring or causing to be injured any property of any corporation created under this act, shall forfeit and pay to the said corporation treble the amount of damages, sustained by such injury, to be recovered in any court having cognizance thereof. 20. May increase or diminish capital stock; com- panies formed under special acts. § 20. Any company which may be formed under this act, may increase or diminish its capital stock, by com- plying with the provisions of this act, to any amount which may be deemed sufficient and proper for pur- poses of the corporation. But before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of 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 company formed under any special act, may come under and avail itself of the privi- leges 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. [Thus amended by Laws of 1875, ch. 120.] 21, General meeting of stockholders to increase or diminish stock, § 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, 835 § 22 GAS-LIGHT. or for extending its business, it shall be the duty of the directors 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 resi- dence, 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 pro- posed to increase or diminish the capital, and the business of such company so extended, and a vote of at least two thirds of all the shares of stock shall be necessary to an increase or diminution of its capital stock, or the exten- sion of its business as aforesaid, or to enable a company to avail itself of the provisions of this act. 22, Meeting, how organized and business conduct- ed. § 22. If at any time and place specified in the notice provided for in the preceding section of this act, stock- holders 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 directors 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 its business as afore- said, 6r 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 whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be increased or diminished, 336 GAS-LIGHT. § 25 shall be made out, signed and verifidd by the affidavit of the chairman, and be countersigned by the secretary ; and such certificate shall be acknowledged by the chair- man, 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 as aforesaid, and the company shall be entitled to the privileges and _ provisions and be subject to the liability of this act, as the case may be. 23, General powers. .§ 23. 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. 24, Gas-tar and refuse. Offenders guilty of a mis- demeanor. (Laws of 1845, ch. 201.) Srcrion 1. It shall not be lawful for the manufacturers of gas, nor for any other person, to throw or deposit any gas-tar or refuse of the gas-houses or factories in the counties of New York, Queens or Kings, into any public waters, river or stream, nor into any sewer or stream run- ing or emptying into any such public waters, river or stream ; and whoever shall offend against the provisions of this act shall be deemed guilty of a misdemeanor. 25. Protection of gas-light companies. (Laws of 1854, ch. 109.) Srection 1. Any person who, with intent to injure or defraud any gas company, body corporate or individual, shall make, or cause to be made, any pipe, tube or other instrument or contrivance, or connect the same, or cause it to be connected, with any main service pipe or other pipe 22 837 § 28 GAS-LIGHT. for conducting or supplying illumin ating gas, in such man- ner as to connect with and be calculated to supply illumi- nating gas to any burner or orifice by or at which illumi- nating gas is consumed, around or without passing through the meter provided for the measuring and registering the quantity of gas there consumed, shall be deemed guilty of a misdemeanor, and upon conviction shall be punished by imprisonment not exceeding six months, and by fine not exceeding two hundred and fifty dollars. 26, Injuring meters. § 2. Any person who, with intent to injure or defraud any gas company, body corporate or individual, shall wilfully injure, alter or obstruct or prevent the action of any meter provided for the purpose of measuring and registering the quantity of illuminating gas consumed by or at any burner, orifice or place, or cause or procure any such meter to be injured or altered, or the action thereof to be obstructed or prevented, shall be deemed guilty of a misdemeanor, and upon conviction shall be punished by imprisonment not exceeding six months, and by fine not exceeding two hundred and fifty dollars. 27. May issue bonds. (Laws of 1854, ch. 312.) Section 1. The directors of any corporation formed under the act entitled ‘“‘ An act to authorize the formation of gas-light companies,”’ shall have power to issue bonds to an amount not exceeding one third of the capital stock actually paid in, for a period not exceeding twenty years, and bearing an interest not exceeding seven per cent. 28. Proceeds, how applied. § 2. The proceeds of all bonds issued by authority of the foregoing section shall be applied to the extension or 338 ¥ GAS-LIGHT. § 31 enlargement of the works and the purchase of real estate required for the use of the corporation. 29, Governor to appoint inspector of gas-meters. (Laws of 1859, ch. 311.) Section 1. The governor of this state shell nominate, and by and with the consent of the senate, shall appoint an inspector of gas-meters, who shall reside in the city of New York, whose duty it shall be, when required, to there inspect, examine, prove and ascertain the accuracy of any and all gas-meters used or intended to be used for measuring, or ascertaining the quantity of illuminating gas furnished by any gas-light company in this state, to or for the use of any person or persons, and when found to be or made correct, to seal, stamp or mark all such meters, and each of them, with some suitable device ; such device shall be recorded in the office of the secretary of state. 30. Term of office. § 2. Such inspector shall hold his office for the term of five years from the time of his appointment, and until the appointment of his successor, but may be removed by the governor for sufficient cause; and he shall receive an annual salary of fifteen hundred dollars, to be paid in the first instance out of the state treasury on the warrant of the comptroller. : 81. Salary, etc. ‘$3. Such salary shall be charged to and paid into the state treasury by the several gas-light companies in this state, in amounts proportionate to the amounts of the capital stock of said companies respectively, to be ascer- tained and assessed by the comptroller of the state ; and in case such gas-light companies, or any or either of them, 839 § 383 GAS-LIGHT. shall refuse or neglect to pay into the state treasury the amount or portion of said salary which shall be by said comptroller required of them respectively, for the space of thirty days after written notice given by said comp- troller to them respectively, to make such payment, then the said comptroller may maintain an action in his name of office, in any court of this state, against any such de- linquent gas-light company for their said portion or amount of such salary, with interest thereon at the rate of ten per cent per annum, from the time when’ said notice to make such payment was given, and the costs of the action. 32. Gas-meters must be inspected, etc. § 4. It shall not be lawful for any corporation, company or person, at any time after this act shall take effect, to furnish and put in use any gas-meter which shall not have been inspected, proved and sealed by said inspector, except during such time as said office of inspector shall be vacant, or said’ inspector, after request made, shall refuse or neglect to prove and seal the meters furnished for that purpose, and except the meters in use when this act takes effect, and which may, be removed for examina- tion or repairs. 33. Apparatus for testing meters. § 5. That every such gas-light company shall provide and keep in and upon their premises a suitable and prop- er apparatus, to be approved and sealed by said inspect- or of, meters, for testing and proving the accuracy of the gas-meters furnished for use by said company, and by which apparatus every meter may and shall be tested, on the written request of the consumer, to whom the same shall be furnished, and in his presence if he desire it. If any such meter, on being so tested, shall be found defective or incorrect to the prejudice or injury of the 340 GAS-LIGHT. § 34 consumer, the necessary removal, inspection, correction and replacing of such meter shall be without expense to the consumer; but in all other cases he shall pay the reasonable expenses of such removal, inspection and replacing ; and in case any consumer shall not be satis- fied with such inspection of the meter furnished to him, and shall give to the company written notice to that effect, he may have such meter reinspected by the state inspector (if he require it) upon the same terms and con- ditions as above provided for the original inspection thereof. 34, Gas must be supplied on application. § 6. Upon the application, in writing, of the owner or occupant of any building or premises within one hundred feet of any main laid down by any such gas-light com- pany, and payment by him of all money due from him to the company, the company shall supply gas as may be required for lighting such building or premises, notwithstanding there may be rent or compensation in arrear, for gas 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 ten days after such application, and the deposit of a reasonable sum as in this act provided (if required), the company shall refuse or neglect to supply gas, as required, the company shall forfeit and pay to such applicant the sum of ten dollars, and the further sum of five dollars for every day there- after during which such refusal or neglect shall con- tinue ; provided that no such company shall be required to lay service pipe for the purpose of supplying gas to any applicant, where the ground in which such pipe is required to be laid shall be frozen, or shall otherwise 341 § 86 G.AS-LIGHT. present serious obstacles to laying the same ; nor unless the applicant, if required, shall deposit in advance with the company a sum of money sufficient to pay the cost of his portion of the pipe required to be laid, and the expense of laying such portion. 35. Gas companies may compel parties to deposit a certain sum of money. § 7. That every such gas-light company may require that all, each and every person or persons to whom such company shall supply, or shall be requested to supply gas for lighting any building, room or premises, deposit with such company a reasonable sum of money, according to the number and size of lights used or required, or pro- posed to be used for two calendar months, by such persons or person, and the quantity of gas necessary to supply the same, as security for the payment of the gas rent, or compensation for gas consumed, or rent of meter, pine and fixtures, to become due to the company, pro- vided, however, that every such gas-light company shall allow and pay to every such depositor legal interest on the sum by him deposited, for and during the time his deposit shall remain with the company. 36. Officer or agent of company may enter build- ing, etc.,, to examine meters, etc. § 8. Any officer or other agent of any such gas-light company, for that purpose duly appointed and authorized by the company, may, at all reasonable times, upon exhibiting a written authority, signed by the president or secretary of the company, enter any dwelling, store, building, room or place lighted with gas supplied by such company, for the purpose of inspecting and examining the meters, pipes, fittings and works for supplying or regulating the supply of gas and of ascertaining the quantity of gas consumed or supplied, and if any Beneoe 342 GAS-LIGHT. § 38 shall, at any time, directly or indirectly, prevent or hinder any such officer or agent from so entering any such premises, or from making such inspection or examination at any reasonable time, he shall, for every such offence, forfeit and pay to the company the sum of twenty-five dollars. 37. Refusal or neglect to pay rent, etc. § 9. If any persons or person supplied with gas by any such gas-light company shall neglect or refuse to pay the rent or remuneration due for the same, or for the meter, pipes or fittings, let by the company, for supplying or using such gas, or for ascertaining the quantity consumed as required by his or their contract with the company, or shall refuse or neglect, after being required so to do, to make the deposit in this act mentioned, and: thereby authorized to be required, such company may prevent and stop the gas from entering the premises of such persons or person ; and in all cases in which any such gas- light company is or shall be authorized to cut off, prevent or stop the supply of gas from any premises, their officers, agents or workmen may enter into or upon any such premises, between the hours of eight o’clock in the fore- noon and six o’clock in the afternoon, and separate, take and carry away any such meter, pipe, fittings or ‘other property of the company, and may disconnect any meter, pipe, fittings or other works, whether the property of the company or not, from the mains or pipes of the company. 38, Injury to any pipe, meter, etc. .§ 10. Every person who shall wilfully or fraudulently injure or suffer to be injured any meter, pipe or fittings belonging to any such gas-light company, or prevent any meter from duly registering the quantity of gas supplied through the same, or shall alter the index of any such meter, or in any way hinder or interfere with its proper 343 § 41 GAS-LIGHT. action or just registration, or shall fraudulently burn the gas of said company, or waste the same, shall, for every such offence, forfeit and pay to such company the sum of twenty-five dollars, and in addition thereto shall pay to said company the amount of damage by them sustained by reason of such injury, prevention, waste, consumption or hinderance. 39. Penalty for laying any pipe without the same passing through meter. § 11. Every person who shall lay or place, or cause to be laid or placed, any pipe to communicate with any main or pipe belonging to any such gas light company, or shall otherwise burn or use, or cause to be burned or used, any gas supplied or manufactured by said com- pany, without having the same passed through the meter furnished for measuring and ascertaining the quantity of gas supplied to and consumed by such person, shall for- feit and pay to said company the sum of fifty dollars, and in addition thereto shall also pay to said company the amount of damage by them sustained in consequence, or by reason of such forbidden act. 40. Restriction. § 12. This act and its provisions shall not be deemed applicable to companies engaged in supplying natural gas to consumers. 41, Deputy inspector. (Laws of 1860, ch. 116.) Sx@tion 1. The inspector of gas-meters is hereby authorized and required to appoint deputy inspectors of gas-meters, said deputies to reside wherever gas-meters are manufactured, in this state, and who shall, in their respective places of residence, discharge the same duties as are required of the inspector of gas-meters by chapter B44 GAS-LIGHT. § 44 three hundred and eleven of the laws of eighteen hundred and fifty-nine, and shall be subject to the provisions of said act ; such deputies to be paid by the inspector, out of his salary hereinafter mentioned, at the rate of two dollars per day, while actually engaged in the discharge of such duties, and to hold office during the pleasure of said inspector. 42, Salary. §2. The inspector of gas-meters appointed under and in pursuance of ‘‘ An act to provide for the inspection and sealing of gas-meters, and for the protection of con- sumers of illuminating gas,’’ passed April fourteenth, eighteen hundred and fifty-nine, shall receive an annual salary of twenty-five hundred dollars, to be paid in the manner as provided by said act of April fourteenth, eigh- teen hundred and fifty-nine. 43, Repeal. § 3. All acts and parts of acts, so far as they are incon- sistent with this act, are hereby repealed. 44, May execute mortgages; organization unde this act. (Laws of 1867, ch. 480.) Sxction 1. Any gas company organized under the pro- visions of the general law, being chapter thirty-seven of the laws of eighteen hundred and forty-eight, entitled “‘An act to authorize the formation of gas-light companies,” may, upon obtaining the written assent of the holders of two thirds of its stock, mortgage all or any part of its real estate for the purpose of securing the payment of any bonds that may be issued, or debt that may be contracted for the extension or improvement of its works. And any company incorporated by special act for the purpose of manufacturing and supplying gas in any city or village, 845 § 47 ‘GAS LIGHT. may organize under the act hereby amended by the holders of two thirds of its capital stock, signing, acknowledging and filing a certificate as required by the first section of the said act ; whereupon the rights, priv- ileges, franchises and property of such company shall vest in the corporation so organized, subject only to the provisions and restrictions of said act and the acts amendatory thereof. 45, Repeal. § 2. All acts and parts of acts inconsistent with this act are hereby repealed. 46. Rent for meters not to be charged. (Laws of 1868, ch. 253.) Srotion 1. On and after the passage of this act it shall not be lawful for any gas company in this state to charge or collect rent on its gas-meters, either in a direct or indi- rect manner. Any person, party or company violating any of the provisions of this act shall be liable to a penalty of fifty dollars for each offence, to be sued for and recovered in the corporate name of the city or village where the violation occurs, in any court having jurisdic- tion, and when collected to be paid into the treasury of said city or village and to constitute a part of the contin- gent or general fund thereof. 47, Gas-light companies may use electricity. (Laws of 1879, ch. 512.) SrctTion 1. Any corporation duly organized under the act emtitled ‘‘ An act to authorize the formation of gas- light companies,’ passed February sixteenth, eighteen hundred and forty-eight, and the several acts amendatory thereof, and any corporation duly organized under the laws of this state for manufacturing and using electricity for producing light, heat or power, may use electricity as 346 GUANO. §1 the means for lighting streets, avenues, public parks, and places, and public and private dwellings of cities, villages, and towns within this state. [As amended by Laws of 1882, ch. 73.] 48, Powers. § 2. Any such company, described in the first section hereof, shall have full power to carry on the business of lighting by electricity cities, towns and villages within this state, and the streets, avenues, public parks, and places thereof, and public and private dwellings therein ; and for the purposes of such business to generate and supply electricity, and to make, sell, or lease all machines, instruments, apparatus, and other equipment necessary therefor; and shall also have power to lay, erect, and construct suitable wires or other conductors, with the necessary poles, pipes, or other fixtures, in, on, over, and under the streets, avenues, public parks, and places of such cities, towns, or villages, for conducting and distributing electricity, with the consent of the municipal authorities thereof, and under such reasonable regulations as they may prescribe. 49, Limitation. § 3. The city of Brooklyn and the county of Kings are hereby exempted from the provisions of this act. GUANO COMPANIES. 1, Corporations, how formed. (Laws of 1857, ch. 546.) Sxction 1. At any time hereafter, any five or more persons who may desire to form a company, for the pur- pose of mining the article of ammoniated or other guano, and importing, exporting, buying or selling the same, 347 §3 GUANO. and purchasing, chartering and navigating such steam or sailing vessels, and the purchasing of any such real and personal estate as may be necessary, proper or conven- ient in transacting such business, 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 a majority of the trustees may reside, 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, the amount of the capital stock ; the term of its existence, not to exceed thirty years ; number of shares of stock ; the number and name of the trustees who shall manage the concerns of said company for the first year. 2. Powers as a corporation. § 2. When the certificate shall have been filed as afore- said, the persons who 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 shall have succession and shall possess the general powers and privileges, and be subject to the liabilities and restrictions contained in title three of chapter eighteen, of the first part of the Revised Statutes, and shall also possess all the other powers necessary and incidental to the business of said company. 3. Trustees. § 8. The stock property and concerns of such company shalk be managed by not less than five nor more than nine trustees who shall respectively be stockholders in such company and citizens of the United States, and a majority of 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 by-laws of 348 GUANO. § 5 the company ; and public notice of the time and place of holding such election shall be published not less than three weeks previous thereto, in at least two daily news- papers printed in the place where the operations of the 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. 4, Election of trustees. § 4. In case it shall happen at any time that an elec- tion 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 dis- solved, 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. 5. Officers of the company. § 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 security for the faithful per- formance of the duties of their office as the company by its by-laws may require. 849 §8 GUANO. 6. Calls on the stock. § 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 such payments or instalments as the trustees shall deem prop- er or as may have been agreed upon at the time of sub- scription, 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 stock- holders within sixty days after a personal demand or notice requiring such payment shall have been published for six successive weeks in a newspaper in the county where the business of the company shall be carried on as aforesaid. 7. 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 of business within the objects and purposes of such company. 8. Transfer of stock. § 8. The stock of such company shall be deemed per- sonal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company ; but no sMare shall be transferable until all previous calls there- on shall have been fully paid in or shall have been de- clared 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. 350 GUANO. . § 11 9, Certificate, when 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 cer- tificate, shall be received in all courts and places as pre- sumptive legal evidence of the facts therein stated. 10, Existing companies. § 10. Any joint-stock company heretofore formed for the purpose of mining, importing and exporting guano, may avail itself of the privileges of this act, by the accept- ance of the same at a meeting of such joint-stock com- pany, called according to the articles of its association, upon a vote of the majority of the stockholders in inter- est; and all shares of stock heretofore issued or agreed to be issued by said joint-stock company upon further payments to it, shall be declared fully paid stock ; when such payments as have been agreed upon shall have been made to the trustees of the company created under this act, and a majority of the trustees of such company may sell or dispose of any stock remaining unsold, at such price or prices as they may deem most conducive to the interests of the company ; and all stock so sold, when paid for at the prices fixed or agreed upon, shall be con- sidered full stock, and not liable to further assessment. 11, Liability of stockholders. §11. All the stockholders of every company incorpo- rated under this act, shall be severally individually liable to the creditors of the company, in which they are stock- holders, to an amount equal to the amount respectively subscribed by them, for all debts and contracts made by such company, until the whole amount so subscribed by them respectively shall have been paid to the said com- pany. 851 § 13 GUANO. 12, Annual reports, § 12. Every such company shall annually, within twenty days from the first of January, make a report, which shall be published in two daily newspapers in the county where the principal office of said company is located ; such report shall set forth the number of shares of full-paid stock issued ; the number of shares the avails of which have been used for the purchase of real estate and guano islands; the number of shares on which instalments are due and unpaid, and the amount of the same ; the number of shares held and owned by the com- pany, and the amount actually employed as working capital; and the names and residences of the stock- holders, and the number of shares held by each, which report shall be signed by the president and a majority of the trustees and veritied by the oath of the president and secretary of said company and copies thereof filed in the offices where the original certificates shall have been filed. 13. Dividends, § 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 payment of the same, and shall at any time before the tifne 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. 352 GUANO. § 16 14, Payment for stock. § 14. Nothing but money shall be considered as pay- ment of any part of the capital stock ; but the trustees may, in their discretion, issue stock in payment for the purchase of real or personal property necessary to their business ; 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 inter- est, for all the debts of the company, contracted before the repayment of the sum so loaned. 15. False statements. § 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, all the officers who shall have signed the same, knowing it to be false, shall be jointly and sever- ally liable for all the debts of the company contracted while they are stockholders or officers thereof. 16. Who to be stockholders. § 16. No person holding stock in any such company as executor, administrator, guardian or trustee, and no per- son holding such stock as collateral security shall be per- sonally 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 estate and funds in the hands of such executor, administrator, guardian or trus- tee, shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person inter- ested in such trust fund would have been if he had been living and competent to act and held the same stock in his own name. 23 3853 § 20 GUANO. 17. Id. § 17. 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. 18, Liability of stockholders, § 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. 19. Power to amend or repeal. _ § 19. The legislature may at any time alter, amend, annul or repeal this act, or may annul or repeal any in- corporation 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. 20. Limitation of liability. § 20. No stockholder shall be personally liable for the payment of any debt contracted by any company formed under this act, who shall have ceased to be a stock- holder in any such company, unless a suit for the same shall have been commenced within two years from the timé@ 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. 354 reree GUARANTEE AND CASUALTY. § 2 \ GUARANTEE, INDEMNITY AND CASUALTY. I. PowERS AND REGULATIONS. 1. For what purposes may be incorporated. (Laws of 1853, ch. 463.)* Section 1. Any number of persons not less than thir- teen in number may associate and form an incorporation or company for any of the purposes specified in either of the following departments : First Department. To make insurance upon the lives of persons, and every insurance appertaining thereto or connected therewith, and to grant, purchase or dispose of annuities. Second Department. To make any of the following kinds of insurance: First, upon the health of persons ; second against injury, disablement or death of persons resulting from travelling, or general accidents by land or water; third, guaranteeing the fidelity of persons hold- ing places of public or private trusts ; fourth, upon the lives of horses, cattle and other live stock; fifth, upon plate-glass against breakage; sixth, upon steam boilers: against exploston and against loss or damage to life or property resulting therefrom ; seventh, against loss by burglary or theft, or both. [As amended by Laws of 1865, ch. 328, § 1, and by Laws of 1879, ch. 485, § 1.] 2. Limitations on business. § 2. No company organized under this act, for the pur- poses named in the first department, shall undertake either of the risks mentioned in the second department, and no company organized under this act for either of the * The title of this act was amended by Laws of 1879, ch. 161, §1, by adding thereto the words ‘‘ and casualty insurance companies,” which are inserted above. 355 § 38 GUARANTEE AND CASUALTY. purposes mentioned in the second department shall undertake any business mentioned in the first department nor shall any such company hereafter organized under- take or do more than one of the several kinds of insur- ance mentioned in said second department ; and no com- pany organized under this act shall undertake any busi- ness or risk, except as her@in provided ; provided that nothing herein contained shall affect the business of any company heretofore duly organized under the second department of this act. [LAs amended by Laws of 1862, ch. 300, § 1, and by Laws of 1879, ch. 485, § 2.] 3. Declaration to be filed. § 3.-The persons referred to in the first section of this act shall be designated as corporators, and they shall file in the office of the superintendent of the insurance department a declaration signed by each of the corpora- tors setting forth their intentions to form a company for the purpose or purposes named in this act, and the department under which the company is intended to be formed, which declaration shall comprise a copy of the charter they propose to adopt, and the said charter shall set forth the name of the company, the place where it is to be located, the kind of business to be undertaken, and the department of the first section of this act by which such business is authorized ; the mode and manner in which the corporate powers of the company are to be ex- ercised ; the manner of electing the trustees or directors and officers, a majority of whom shall be citizens of this state, and the time of such election ; the manner of filling vacancies, the amount of capital to be employed, and such other particulars as may be necessary to explain and make manifest the objects and purposes of the company, and the manner in which it is to be conducted. [As amended by Laws of 1869, ch. 404, § 1, and by Laws of 1879, ch. 485, § 3.] (See Laws of 1869, ch. 634.) 356 GUARANTEE AND CASUALTY. §6 4, Attorney-general to certify to declaration. § 4. Whenever the corporators shall file such declara- tion with the superintendent of the insurance department it shall become his duty to submit the same to the at- torney-general for examination ; and if found by him to be in accordance with the provisions of this act, and not inconsistent with the Constitution and laws of the United States and of this state, he shall certify to the same and deliver it back to the said superintendent, who shall cause the said declaration, with the certificate of the at- torney-general, to be recorded in a book to be kept for that purpose, and, upon application of the corporators to the said superintendent, it shall become his duty to furnish a certified copy of such declaration and certificate to the said corporators. 5. Corporators to publish intention to form com- pany in the state paper. § 5. Whenever the corporators shall have received from the said superintendent the certified copy provided for in the last section, and desire to proceed to organize such company, they shall publish their intentions in the paper in which the state notices are directed to be in- serted ; and when such intentions have been published in said paper for six weeks they may open books to receive subscriptions to the capital stock, and keep such books open until the amount required by this act is subscribed, and may then proceed to distribute the stock among the subscribers, if more than the necessary amount is sub- scribed, and proceed to collect in the said capital and complete the organization of the company. 6. Amount of capital required. And of what to consist, § 6. No company shall be organized under this act for 857 87 GUARANTEE AND CASUALTY. the purposes mentioned in the first department, with a less capital than one hundred thousand dollars, and no company shall be organized for the purposes mentioned in the second department with a less capital than one hundred thousand dollars. The whole capital of such company shall, before proceeding to business, be paid in and invested in stocks or in treasury notes of the United States or of the state of New York, or in bonds and mortgages on improved unincumbered real estate within the state of New York, worth seventy-five per cent more than the amount loaned thereon, exclusive of farm build- ings thereon, or in such stocks or securities as now are or ‘may hereafter be receivable by the bank department. And it shall be lawful for any company organized under this act to change and reinvest its capital, or any part thereof, at any time they may desire, in the stocks or bonds and mortgages or securities aforesaid. 7. Deposit of $100,000 to be made with super- intendent. No company organized for the purposes mentioned in the first department shall commence business until they have deposited with the superintendent of the insurance department of this state the sum of one hundred thou- sand dollars in United States or New York state stocks, in all cases to be, or to be made to be, equal to stock pro- ducing six per cent per annum, and not to be received at a rate above their par value, or above their current market value, or in bonds and mortgages of the descrip- tion and character above indicated, and no company orgapized for the purposes named in the second depart- ment shall commence business until they have deposited with the superintendent of the insurance department of this state at least the sum of one hundred thousand dol- lars, invested as hereinbefore provided for the investment of the capital of such company. The superintendent of 858 GUARANTEE AND OASUALTY. §9 the insurance department shall hold such securities as security for policy-holders in said companies, but, so long as any company so depositing shall continue solvent, may permit such company to collect the interest or dividends on its securities so deposited, and, from time to time, to withdraw any of such securities on depositing with the said superintendent such other securities of like value as those withdrawn, and of the same character, and to be received as those above mentioned. 8. Investment of capital. Any company incorporated by the laws of this state to transact the business embraced in the second department of section one with the amendments thereto of the act hereby amended, may invest its capital and the funds ac- cumulated in the course of its business, or any part thereof, excepting the amount required to be deposited with the insurance department in the same manner as is permitted fire insurance companies, as provided in chap- ter four hundred and sixty-six of the laws of eighteen hundred and fifty-three, with the amendments thereto. And the amount required to be deposited with the insur- ance department may be invested in registered bonds of the United States, provided that such bonds shall not be received at a rate above their par value, and if the market value of such bonds deposited or offered for deposit shall at any time be less than par, the superintendent shall re- quire an additional deposit equal in the aggregate to the sum required by law to be deposited with the superin- tendent. [As amended by Laws of 1853, ch. 551, § 1; by Laws of 1860, ch. 328,81, and by Laws of 1862, ch. 300, § 2, as modified by Laws of 1865, ch. 328, §2; and as amended by Laws of 1881, ch. 560, §1.] 9, When authorized to commence business. § 7. Whenever the corporators shall have fully organ- 359 § 11 GUARANTEE AND CASUALTY. ized such company, and the said company have deposited with the said superintendent the requisite amount of capital, it shall become his duty to furnish the corpora- tion with a certificate of such deposit, which, with a,cer- tified copy of the papers previously required under this act, shall, when filed in the county clerk’s office of the county her such company is to be located, be the authority to commence business and issue policies, and the same may be used in evidence for and against the corporation in all suits. 10. Funds, how invested. §8. It shall be lawful for any company organized under this act, to invest its funds or accumulations in bonds and mortgages, on unincumbered real estate within the state of New York, and also on unincumbered real estate located outside of said state, and within fifty miles of the city of New York, worth fifty per cent more than the sum so loaned thereon, or in stocks of the United States, stocks of this state, or of any incorporated city in this state, if at or above par, and any stocks created under the laws of this state, that shall be, at the time of such investment, at a market value in the city of New York, at or above par. [As amended by Laws of 1860, ch. 828, §2; by Laws of 1862, ch. 300, § 3; by Laws of 1866, ch. 525, § 1, and by Laws of 1868, ch. 318, § 1.] 11, Purchase of real estate. § 9. No company organized under this act shall be per- mitted to purchase, hold or convey real estate, except for the purpose or in the manner herein set forth, to wit : 1. The building in which is contained its principal offices and the land upon which it stands ; or 2. Such as shall be requisite for its accommodation in the transaction of its business ; or, 360 GUARANTEE AND CASUALTY. § 12 3. Such as shall have been acquired for the accommo- dation of its business previous to the passage hereof ; or, 4, Such as shall have been mortgaged to it in good faith by way of security for loans previously contracted or for moneys due ; or, 5. Such as shall have been conveyed to it in satisfaction of debts previously contracted in the course of its deal- ing ; or, 6. Such as shall have been purchased at sales upon judgments, decrees or mortgages obtained or made for — such debts. And it shall not be lawful for any company incorporated as aforesaid to purchase, hold or convey, real estate in any other case, or for any other purpose. And all such real estate moitgaged and conveyed in satis- faction of debt or acquired by purchase at sale as afoie- said, shall be sold and disposed of within five years after such company shall have acquired title to the same unless the said company shall procure a certificate from the- superintendent of the insurance department that the in- terest of the company will suffer materially by a forced sale of such real estate, in which event the time for the sale may be extended to such time as the said superin- tendent shall direct in said certificate. [4s amended by Laws of 1875, ch. 170, § 1, and by Laws of 1876, ch. 357, §1.] 12, Corporators, etc., to adopt seal and make by- laws. § 10. The corporators or the trustees or directors, as the case may be, of any company organized under this act, shall have power to adopt a seal, and to make such by-laws, not inconsistent with this act or the Con- stitution and laws of this state, as may be deemed neces- sary for the management of its affairs; and suits at law may be maintained by any corporation formed under this act, against any of its members or stockholders, for any 361 § 14 GUARANTEE AND OASUALTY. cause relating to the. business of such company ; also, suits at law may be prosecuted and maintained by any member or stockholder against such corporation for losses which may have accrued, if payment is withheld more than two months, on all risks, after such losses shall have been due. 18. Companies formed, to be bodies corporate and politic. §11. All companies formed under this act shall be deemed and taken to be bodies corporate and politic, in fact and in name, and shall be subject to all the pro- visions of the Revised Statutes in relation to corporations, so faras the same are applicable, except in regard to annual statements and other matters herein otherwise specially provided for. 14, Statement, under oath, to be made annually to superintendent. § 12. It shall be the duty of the president or vice-presi- dent and secretary or actuary, or a majority of the trus- tees of each company organized under the laws of this state, annually, on the first day of January, or within sixty days thereafter, to prepare, under oath, and deposit in the office of the superintendent of the insurance department of the state, a statement, showing : 1. The number of policies issued during the year. 2. The amount of insurance effected thereby. 83. Amount of premiums received during the year. 4. Amount of interest and all other receipts, specifying the items. 5. Amount of losses paid during the year. 6. Amount of losses unpaid. 7. Amount of expenses. — 8. Whole number of policies in force. 362 GUARANTEE AND CASUALTY. $16 9. Amount of liabilities or risks thereon, and of all other liabilities. 10. Amount of capital stock. 11. Amount of accumulation, specifying whether re- ceived upon life insurance, annuities, or how otherwise. 12. Amount of assets and manner in which they are invested, specifying what amount in real estate, on bond and mortgage, stocks, loans on stocks, premium notes, credits or other securities. 13. Amount of dividend unpaid. 14, A tabular statement of the policies in force for the whole term of life, showing how many thereof for each age of life, and for what amount of risk, were issued or in force during the first year of the existence of the com- pany, during the second year, and so on up to the time’ of making such statement. 15, A tabular statement of the policies in force fora shorter period than the whole term of life, showing how many thereof for each age of life, and for what amount of risk, were issued or continued in force during the first year of the company’s existence, during the second year, and so on up to the time of making such statement. 15. Companies to be furnished with printed forms of statements, The superintendent of the insurance department shall cause to be prepared, and furnished to every company to which this act shall apply, printed forms of the state- | ments herein required ; and he may make such changes from time to time, in the form of the same, as shall seem to him best adapted to elicit from said companies a true exhibit of their condition in respect to the several points hereinbefore enumerated. 16. Superintendent to make annual report. § 13. It shall be the duty of the superintendent of the 363 § 18 GUARANTEE AND CASUALTY. insurance department to arrange the information con- tained in the statements required in the last section ina tabular form, or in abstracts, and to prepare the same for printing in his annual report to the legislature.* 17. Fees to be paid to county clerk. § 16. Every county clerk shall demand and receive, for every paper filed in his office under this act, the sum of ten cents, to be accounted for and paid to the county treasurer as now provided with regard to other fees. [As modified by Laws of 1859, ch. 366, §§'7, 8, ante, pp. 6 and 7.j 18. Superintendent to cause examination to be made. § 17. It shall be the duty of the superintendent of the insurance department, whenever he shall have good rea- son to suspect the correctness of any annual statement, or that the affairs of any company, required by law to make such statement, are in an unsound condition, to cause an examination to be made, for the purposes named in this act, into the affairs of any snch insurance com- pany, or any insurance company doing business by its agencies in this state; and it shall be the duty of the officers or agents of any insurance company, incorporated or doing business in this state, to cause their books, and the books of such companies, to be opened for the inspec- tion of the said superintendent and the person or persons appointed by him to make such examination, and other- wise to facilitate such examination, so far as it may be in their ower so to do; and for that purpose the said superintendent or the person or persons so appointed by him, shall have power to examine, under oath, the * The remaining portion of this section and of §§ 14 and 15 relate ex- clusively to life insurance. 364 ' GUARANTEE AND CASUALTY. § 21 officers and agents of any company relative to the busi- ness of such company ; and whenever the said superin- tendent shall deem it for the interest of the public so to do, he shall publish the result of such investigation in the state paper. 19, Duty of superintendent where capital stock is impaired, ‘Whenever it shall appear to the said superintendent from the statement of any life or casualty insurance company made to the insurance department, or from an examination of the affairs of any such company (if a stock company), that its capital stock is impaired to the extent of fifty per cent thereof, it shall be the duty of the said superintendent, if the company is organized under the laws of any other state or country, to revoke the certifi- cate of authority issued to the agent or agents of any such company, and skall cause a notice thereof to be pub- lished in the state paper for four weeks, and the agent or agents of such company are, after such notice, required to discontinue the issuing of any new policies. If the company so impaired is organized under the laws of this state, it shall be the duty of said superintendent to direct the officers thereof to require the stockholders to make good in cash the amount of such deficiency within ninety days after the date of his requisition. 20. Failure to make capital stock good. And in case of the failure of the stockholders to com- ply with such demand, it shall be the duty of the super- intendent to report the facts to the attorney-general, who shall thereupon bring an action in the supreme court for the dissolution of the corporation. 21, Action by attorney-general. Winding up. | And in case it shall satisfactorily appear to the court : 865 § 22 GUARANTEE AND CASUALTY. that the assets and funds of the company are not sufficient to justify the further continuance of the business of in- suring lives, granting annuities and incurring new obliga- tions, as authorized by its charter, the court shall render judgment dissolving such company, and directing a dis- tribution of its assets, exclusive of those deposited with the superintendent of the insurance department. Pro- vided that any company organized under the laws of this state, whose capital is impaired as above fifty per cent, may by a vote of a majority of its directors at a meeting called for that purpose reduce its capital stock to an amount not less than one hundred thousand dollars ; and the said directors are hereby empowered to issue new cer- tificates of stock to the stockholders for the amount of the reduced capital, and require in return all certificates previously issued. 22, Action for dissolution for failure of assets. Whenever it shall appear to the superintendent that the assets of any of the companies referred to in this section, other than stock companies, are insufficient to reinsure its outstanding risks, he shall communicate the facts to the attorney-general, whose duty it shall then be to bring an action in the supreme court for the dissolution of such company. And in case it shall satisfactorily appear to the court in such action that the assets and credits of the company are not sufficient to reinsure its outstanding risks, the court shall render judgment dissolving the com- pany and directing a distribution of its assets, exclusive of the securities deposited with the superintendent of the insurafice department. In any action authorized by this section the court may prescribe the time within which the company proceeded against shall answer, and may hear and try the issues at such time, in such manner, and upon such notice as the court may direct ; and may ap- point a referee to inquire into and report upon the facts ; 366 GUARANTEE AND CASUALTY. § 24 and shall have power to grant such orders, and in its dis- cretion, from time to time, to modify or revoke the same, as the facts or evidence in the case, and the situation of the parties and the interests involved shall seem to re- quire. 23. Distribution. After the rendition of any judgment referred to in this section, the court shall have power to order the distribu- tion, by the superintendent, of the securities and funds deposited with and held by him under the provisions of this act. And in estimating the condition of any life in- surance company under the provisions of this act, the superintendent shall allow as assets only such invest- ments as are authorized by the existing laws of the state at the date of examination, and shall charge as liabilities in addition to the capital stock all outstanding indebted- ness of the company and a premium reserve on policies, and additions thereto in force, based on net premiums, American experience table of mortality, with four and one half per cent interest. 24. Condition of company, how estimated. And in estimating the condition of any casualty insur- ance company under the provisions of this act, the superintendent shall allow as assets only such invest- ments as are authorized by the existing laws of the state at the date of his investigation; and shall charge as liabilities, in addition to the capital stock, all outstanding indebtedness of the company and a premium reserve on -policies in force equal to the unearned portions of the premiums paid by the insured for covering the risks, computed on each respective risk from the date of the issuance of the policy. 367 § 27 GUARANTEE AND CASUALTY. é 25. Verification of report. Expense. The report of every examination of the affairs of a com- pany, made pursuant to this act, shall be verified by the person making such examination, to be just and true in all respects according to the best of his knowledge and understanding, and when so verified shall be presumptive evidence in all courts and legal proceedings. The ex- pense of any examination made under this section shall be borne by the company whose affairs are so examined, to be paid by the company to the state treasurer after being approved by the superintendent of the insurance department and audited by the comptroller. [As amended by Laws of 1879, ch. 161, § 2.] (All acts or parts of acts inconsistent herewith are hereby repealed. [Laws of 1879, ch. 161, § 4.]) (See Laws of 1881, ch. 486, § 3.) 26. Penalty for violation of this act. § 18. Every violation of this act shall subject the party violating toa penalty of five hundred dollars for each violation, which shall be sued for and recovered in the name of the people, by the district-attorney of the county in which the company or agent or agents so violating shall be situated, and one half of such penalty, when re- covered, shall be paid into the treasury of such county, and the other half to the informer of such violation ; and in case of the non-payment of such penalty, the party so offending shall be liable to imprisonment for a period not exceeding six months, in the discretion of any court hav- ing cognizance thereof. 27. Proceedings in case company wishes to relin- quish its business. § 19. When any company, transacting the business of insurance under either of the departments specified in the first section of this act, within the state of New York, 368 GUARANTEE AND CASUALTY. § 28 shall desire to relinquish its business, the superintendent of the insurance department shall, on application of such company or association, under the oath of the president or principal officer and secretary or actuary, give notice of such intention in the paper in which the state notices are directed to be inserted, at least twice a week for six months, and after such publication he shall deliver up to such company or association the securities held by him, belonging to them, on being satisfied by the exhibition of the books and papers of such company or association, and on examination, to be made by himself or some com- petent person, not officer of any life insurance company in this state, to be appointed by him, and upon the oath of the president or principal officer and the secretary or actuary of the same, that all debts and liabilities of every kind are paid and extinguished that are due or may be- come due upon any contract or agreement made with any citizens of the United States. And the said superin- tendent may also from time to time deliver up to such company or association, or its assigns, any portion of said securities, on being satisfied in manner and form afore- said, or by any other competent proof, that all the debts and liabilities of every kind that are due or may become due upon any contract or agreement made with any citizen of this state by said company or association are less than one half of the amount of the portion of said securities he shall still retain.* 28, Manner of discontinuing business. Any foreign life insurance company desiring to discon- tinue business in this country, and having made the aforesaid publication, may, in the discretion of the super intendent of the insurance department, withdraw one * A large number of laws relating exclusively to life insurance companies are omitted. 24 369 § 31 : GUARANTEE AND CASUALTY. half of its deposits of one hundred thousand dollars, on registering, according to the provisions of law for regis- tered policies, all its outstanding policies, issued to citizens or residents of the United States, and covenanting to maintain unimpaired the reinsurance deposit for such registered policies at all future times, and specially pledging for their security all future premiums payable on American policies. [As amended by Laws of 1859, ch. 263, §1, and by Laws of 1869, ch. 829, §1.] 29. Charter to continue until repealed. § 20. Every charter created by or under the laws of this state, for the purposes aforesaid, shall continue until re- pealed. 30. Any existing company may avail themselves of this act. : § 21. Any existing company incorporated by or au- ‘thorized under the laws of this state, for the purposes mentioned in this act, may avail themselves of the pro- visions of this act, after publishing their intentions for six weeks in the state paper, and obtain the consent of the majority of the trustees or directors, and complying with the third section of this act, in relation to the filing and contents of the declaration therein referred to. 31, May increase capital stock. And any existing company incorporated by or au- thorized under the laws of this state, or any company forméd under this law, to transact the business embraced in the second department of section one of the act hereby amended, may at any time increase the amount of its capital stock upon the same proceedings being had as are required by a fire insurance company, as provided in chapter four hundred and sixty-six of the laws of eigh- 370 GUARANTEE AND CASUALTY. § 33 teen hundred and fifty-three, with the amendments thereto. [As amended by Laws of 1880, ch. 427.] (See laws of 1853, ch. 466, § 19.) 32. Parts of acts of 1849 and 1851, repealed. § 22. So much of the act of April tenth, eighteen hun- dred and forty-nine, and of April eighth, eighteen hun- dred and fifty-one, as relate to life insurance, is hereby repealed, but this section shall not affect any company incorporated under such acts. 33. Certain officers may accept as surety a com- pany authorized to guarantee bonds. (Laws of 1881, ch. 486.) Section 1. Whenever any person who now or hereafter may be required or permitted by law to make, execute, and give a bond or undertaking with security conditioned for the faithful performance of any duty or for the doing or not doing of anything in said bond or undertaking specified, any head of department, surrogate, judge, sheriff, district-attorney or any other officer who is now or shall hereafter be required to approve the sufficiency of any such bond or undertaking, may in the discretion of such officer accept such bond or undertaking and ap- prove the same whenever the conditions of such bond or undertaking are guaranteed by a company duly organized or authorized to do business under the laws of this state, and authorized to guarantee the fidelity of persons hold- ing positions of public or private trust, and all such cor- porations are hereby vested with full power and authority to guarantee such bonds and undertakings. But this act shall not prevent a justification on the part of such com- pany through its officers as required by law of other sureties, 371 § 36 GUARANTEE AND CASUALTY. 34, When not to be accepted. §2. It is further provided that the guarantee of any such company shall not be accepted by heads of depart- ments, or others, as provided in section one of this act whenever its liabilities shall exceed its assets as ascer- tained in the manner provided in section three of this act. 35. Duty of superintendent in case liabilities of company exceed assets. § 3. Whenever the liabilities of any such company shall exceed its assets the superintendent of the insurance department shall require the deficiency to be paid up, within sixty days, and if it is not so paid up then he shall issue a certificate showing the extent of such deficiency, and he shall publish the same once a week for three weeks in the state paper, and henceforth and until such deficiency is paid up such company shall not do business under the provisions of this act. And in estimating the condition of any such company under the provisions of this act the superintendent shall allow as assets only such as are authorized under existing laws at the time, and shall charge as liabilities in addition to eighty per cent of the capital stock all outstanding in- debtedness of the company and a premium reserve equal to fifty per centum of the premiums charged by said com- pany, on all risks then in force. Nothing herein con- tained shall apply to bonds given in criminal cases. 86. Investment of funds. : (Laws of 1868, ch. 482.) SEcTIoN 1. Any life insurance company, or any trust or loan company, may, by the direction and consent of two thirds of their respective boards of directors, managers or finance committee, purchase or invest, by loan or otherwise, any of their funds in the bonds issued 372 LOAN, TRUST COMPANIES, ETC. § 87 by any county, town or village of this state, pursuant to any law of this state, anything in the charter of either of said companies to the contrary notwithstanding. II. Duties oF Loan, Mortagage SECURITY, GUARANTEE OR INDEMNITY, AND Trust CoMPANIES. 37. To make semi-annual report to superintendent of banking department ; superintendent may require report at any time. (Laws of 1874, ch. 324.) Section 1. Every trust, loan, mortgage security, guarantee or indemnity company or association, and every corporation or association having the power and re- ceiving money on deposit, existing or incorporated under any law of this state, or any corporation or association not incorporated under the laws of this state, which re- ceive deposits of money, or assume obligations in this state (other than banks, institutions for savings and in- surance companies), shall semi-annually make a full re- port in writing of the affairs and conditions of such cor- poration, at the close of business, on the last business days of June and December in each year, to the superin- tendent of the banking department, verified by oath, in such form and by such officers of the said corporation as the superintendent may designate, which report shall be in place of any report which any such corporation may now be required to make to the supreme court, the comp- troller, or otherwise. Every such report shall be made within twenty days after the day to which it relates, and shall be in such form, and contain such statements, returns and information, as to the affairs, business, con- dition and resources of such corporation, as the said superintendent may from time to time prescribe or re- quire. And the said superintendent may, if he be of 373 § 39 LOAN, TRUST COMPANIES, ETC. opinion that it is desirable, require that a like report, either wholly or in part, as to the particulars aforesaid, be made to him at any time, by any such corporation aforesaid, within such period as he may designate.* 38. Superintendent may publish report. §2. The said superintendent may at any time, if he deem it to be expedient, cause any such statement, or any statement or report which may be made to him under the provisions of this act, or any part or any abstract there- of, to be published in the state paper for at least three times, the expense of which shall be paid by the corpora- tion to whose affairs such report may relate. 39, Superintendent to visit and examine said cor- porations; his powers. § 3. It shall be the duty of the said superintendent yearly, either personally or by some competent person or persons, to be appointed by him, to visit and examine every corporation required by this act to report as afore- said. The said superintendent and every such examiner shall have power to administer an oath to any person whose testimony may be required on any such examina- tion, and to compel the appearance and attendance of any such person for the purpose of such examination, by summons, subpcena or attachment, in the manner now authorized in respect to the attendance of persons as wit- nesses in the courts of record of this state ; and all books and papers which it may be deemed necessary to examine by the superintendent or the examiner or examiners so appothted shall be produced, and their production may be compelled in the like manner. The expenses of every such examination shall be paid by the corporation ex- amined to such amount as the superintendent shall deter- * This act is applicable to building companies, which see. 374 LOAN, TRUST COMPANIES, ETC. § 41 mine. Whenever such examination shall be made by the superintendent personally, or by one or more of the regular clerks in his department, no charge shall be made on such examination, but for necessary travelling and other actual expenses. 40. What inquiry to be made. § 4. On every such examination inquiry shall be made as to the condition and resources of the corporation generally, the mode of conducting and managing its affairs, the action of its directors or trustees, the invest- ment of its funds, the safety and prudence of its manage- ment, the security alforded to those by whom its engage- ments are held, and whether the requirements of its char- ter and of law have been complied with in the administra- tion of its affairs. 41, Superintendent may order the discontinuance of illegal or unsafe practices, ete. § 5. If it shall appear to the said superintendent, from any examination made by him, or from the report of any examination made to him, that any corporation has com- mitted a violation of its charter or of law, or is conduct- ing business in an unsafe or unauthorized manner, he shall, by an order under his hand andseal of office, ad- dressed to such corporation, direct the. discontinuance of such illegal or unsafe practices, and conformity with the requirements of its charter and of law, and with safety and security in its transactions ; and whenever any cor- poration shall refuse or neglect to make such report as is hereinbefore required, or to comply with any such order as aforesaid ; or whenever it shall appear to the superin- tendent that it is unsafe or inexpedient for any corpora- tion to continue to transact business, he shall communi- cate the facts to the attorney-general, who shall there- upon be authorized to institute such proceedings against 3875 § 42 ‘LOAN, TRUST COMPANIES, ETC. any such corporation, as are now or may hereafter be provided for by laws in the case of insolvent corporations, or such other proceedings as the nature of the case may require. 42. Corporation receiving deposits in trust to as- sign stocks to superintendent. § 6. Every corporation, whether chartered by this state, or any other state or county engaged in receiving deposits of money in trust in this state, and required to make a report as to its affairs under this act, in case it shall not have already done so, shall within six months from the passage of this act, and from time to time there- after, if need be, transfer and assign to the said superin- tendent registered public stocks of the United States, or of the state of New York, or of any incorporated city of this state authorized by the legislature, to the amount in value (and to be at all times so maintained by said cor- poration) or ten per cent on the paid-up capital stock of said corporation, now or at any time hereafter, but not less in any case than fifty thousand dollars, which stocks must be registered in the name of the said superintendent officially, as held in trust under and pursuant to this act, and the same shall be held by the said superinten- dent in trust, as security for the depositors with, and creditors of, said corporation, and subject to sale and transfer, and to the disposal of the proceeds by the said superintendent, only on the order of any court of com- petent jurisdiction, and until the order of such court authorizing: such sale, or transfer, or otherwise, to the contfary, the.said superintendent shall pay over to such corporation the interest which may be received on the said securities, or he may authorize the said corporation to collect and receive the same for its own benefit. Should any company at any time have deposited with the superintendent more than the amount hereby required, 376 LOAN, TRUST COMPANIES, ETC. § 44 such excess may be refunded. With the approval of the superintendent such deposit may be made by any com- pany either wholly or in part in bonds and mortgages satisfactory to the said superintendent, on improved un- incumbered productive real estate in this state, worth at least twice the amount loaned thereon ; and all the pro- visions of this section shall apply to such deposit. 43. If foreign corporation does not make deposit, fact to be reported to attorney-general. §7. In case any corporation doing business in this state not chartered under the authority of this state shall refuse or neglect to make the deposit with the said superintendent hereinbefore required, the fact shall be reported by the said superintendent to the attorney general who shall thereupon without delay take such proceedings as may be necessary to enjoin and restrain such corporation from transacting any business in this state, and the court to which such application shall be made shall be authorized to make such order or decree, and to issue such process in the premises to enforce com- pliance by such corporation with the provisions of this statute, or to restrain the transaction of business by such corporation in this state, as it may deem proper. 44, Assessment to be made. § 8. Every corporation, subject to the provisions of this act, shall be assessed. by the said superintendent to pay its proper proportion of the expenses of conducting the business of the banking department, as provided for by the seventh section of the act entitled ‘‘An act to organize the bank department,’’ passed April twelfth, eighteen hundred and fifty-one, and shall be considered in all respects as embraced within the provisions of the said section. 3817 § 47 LOAN, TRUST COMPANIES, ETC. 45, Amcunt of deposits limited; ccurt deposits. § 9. The amount of money which any such corporation shall have on deposit or loan at any time shall not exceed ten times the amount of its paid- up capital and surplus, and its outstanding loans shall not at any time exceed said amount ; but any such corporation authorized to re- ceive court deposits may at any time receive on deposit and loan out any money which may be deposited with it by any of the courts of this state, including the surro- gates’ courts, notwithstanding such limitation. 46, Reduction of capital stock. (Laws of 1878, ch. 274.) Section 1. It shall be lawful for any trust company or other moneyed corporation required to report to the superintendent of the bank department by chapter three hundred and twenty-four of the laws of eighteen hun- dred and seventy-four, organized under the laws of this state, to reduce its capital stock to an amount which shall be equal to the value of the property and effects of such company, over and above its debts and liabilities, and thenceforth the capital stock of such company shall be such reduced amount, and the par value of the shares thereof shall be reduced in the same proportion ; but in no case shall such capital stock be reduced below one hundred thousand dollars. 47. Notice of reduction; examination of assets; certificate of value. § 2. Whenever a trust company shall propose to reduce its capital stock, due notice thereof shall be given to the superintendent of the bank department, signed by a majority of its board of trustees, and accompanied by the written assent, duly acknowledged or proven, to such reduction, of at least two thirds in amount of the shareholders of such company, and it shall be the duty 378 LOAN, TRUST COMPANIES, ETC. § 49 of the said superintendent, on the receipt and filing of such notice, and within a reasonable time thereafter, to make or cause to be made an examination of the books, property, effects and liabilities of such company, upon which examination the officers of such company may be examined on oath as to the debts, liabilities, property and effects thereof. From the result of such examina- tion the said superintendent shall determine the value, in his judgment, of such property and effects, above and beyond the debts and liabilities aforesaid, and certify the same in writing; and the amount so determined and certified shall be thereafter the capital stock of such company, provided such amount be not less than one hundred thousand dollars, and the par value of the shares thereof shall be proportionably reduced. 48. Record of certificate. § 3. The determination and certificate in writing of the superintendent of the amount to which the capital stock of any corporation has been reduced under this act shall be recorded in the office of the clerk of the county in which such company shall be located, and a certified copy thereof filed in the bank department of the state of New York, and the same shall be published by said superintendent at the expense of such company, once a week for six weeks successively, in the state paper, and at least one newspaper in the county in which such com- pany shall be located. 49, Liability of stockholder. § 4. Nothing in this act contained shall in any way change or affect the liability of the stockholders of any corporation reducing its capital stock to any of the credit- ors thereof for any indebtedness or engagement that may exist, either absolutely or contingently, against such company or stockholders, at the time when such reduc- 379 § 51 LOAN, TRUST COMPANIES, ETC. tion shall take place, nor shall the rights, remedies or securities of the then existing creditors be in any way weakened or impaired thereby. 50. Increase of capital stock; how made, ete. § 5. Any corporation that may reduce its capital stock under the provisions of this act may, after such reduc- tion has been made, increase its capital stock to a sum not exceeding the amount provided in the charter of such company, or any act amendatory thereof. Such in- crease shall be apportioned among the then stockholders of such company, who shall severally be notified in writ- ing of such apportionment. And such notification shall be mailed to or delivered at the last-known residence of each shareholder. And if they or any of them shall not within one month after service of such notice accept the amount so apportioned, then such increase or the amount not accepted by the stockholders may be sold and dis- tributed by the board of trustees of such company in such manner as such board shall determine. Upon the pay- ment to the company in money of such increased capital, the board of trustees shall certify to the said superin- tendent of the bank department the said increase of capi- tal and the payment thereof, and it shall be the duty of the bank superintendent to require evidence satisfactory to him that the increased capital of such company has been actually paid in in money, and such proof shall be in writing and shall be filed in the bank department. 51. Power of superintendent of bank department. §@ Whenever it shall appear from any report of a trust company or other moneyed corporation which is re- quired to report to the superintendent of the bank depart- ment by chapter three hundred and twenty-four, of the laws of eighteen hundred and seventy-four, or the super- intendent shall have reason to believe that the capital of 380 HEATING. § 52 any such corporation is reduced by any cause below the sum fixed by its charter or by law, it shall be the duty of the superintendent, and he shall have power, to require such corporation to make good such deficit, and he shall have power to examine any such corporation, either per- sonally or by persons appointed by him to ascertain the amount of such deficit or deduction of capital. If any such corporation shall refuse or neglect to make good the deficit found to exist for ninety days after such requisi- tion has been made, it shall thereupon be the duty of the superintendent to report the facts to the attorney-general, whose duty it shall then become to institute such pro- ceedings against such corporation as the nature of the case may require. 52. Superintendent to report annually. §7. It shall be the duty of the superintendent of the bank department to report annually to the legislature a summary of the state and condition of every trust com- pany and other moneyed corporation required to report to him by chapter three hundred and twenty-four, laws of. eighteen hundred and seventy-four, from which reports have been received during the preceding year; and such summary shall give the date to which such reports refer, the amount of capital returned by each of said corpora- tions, the whole amount of its debts and liabilities, the total sum of its resources, and such other information as he may deem useful ; and the bank superintendent shall also report to the legislature annually an abstract of the report of the regular examination of every such corpo- ration made by his direction. See Burtpme, I., ProTEcTION To ANIMALS, HEATING. See Manuracrunzs, II., Srzam Hzatine. 1 381 §3 HOMESTEADS. HIGH SCHOOLS. See AcADEMIES. * HOMESTEAD CORPORATIONS. 1. Number of corporators and corporate objects. (Laws of 1872, ch. 820.) : Srction 1. Any number of persons, not less than three, may associate and form themselves into an incorporated company for the purpose of accumulating a fund for the purchase of real estate, paying off encumbrances thereon, the improvement and the subdivision thereof into lots or parcels suitable for homesteads, and the distribution of such lots or parcels among the shareholders. 2, Articles of association. §2. Such persons shall severally subscribe articles of association, in which shall be set forth the name and objects of the association or corporation, the time for which the same is limited to exist, the amount of capital stock and the number of shares into which it is proposed to be divided, the number of directors and officers, their terms of office, and such other regulations as may be necessary to enable the corporation to carry on its busi- ness and accomplish its objects, and how amendments thereto may be made. 3. Certificate to be in writing and duly signed and acknowledged; what to contain; to be filed; corporate powers, § 3. A certificate in writing shall be made, duly signed and acknowledged by three or more of the persons pro- posing to form such corporation, before some officer com- petent to take acknowledgment of deeds, in which shall be set forth the corporate name of the association, its 882 HOMESTEADS. §4 principal objects, the amount of the capital stock, the number of shares, the time of its existence, the number of directors who shall manage the concerns of the associ- ation, their names, and the name of the city, town or county in which the office or principal place of business is to be located, shall be filed in the office of the county clerk of the county in which the office or principal place of business is intended to be located, and a copy thereof, duly certified under the hand and seal of such county clerk, in the office of the secretary of state of the state of New York, and thereupon the persons who have subscribed the said certificate, and such other persons who have become members of such association, and their successors, shall be a body corporate by the name of the corporation specified in said certificate, and shall possess the powers and privileges specified therein, subject to the provisions contained therein, and no further; and they shall, by their corporate name, be capable in law of purchasing, holding, conveying and improving any personal or real estate or property whatever, which may be necessary to enable said associates to carry on the operations named in said certificate. 4, Payment for stock subscribed. § 4. It shall be lawful for the directors to call in and demand from the shareholders, respectively, all such sums of money as they have agreed to pay, and by them subscribed, at such times and in such payments or instal- ments as the articles of association shall prescribe, under the penalty of forfeiture of the shares of stock subscribed for, and all deposits, assessments and previous payments made thereon toward the principal funds of the associa- tion, and the property acquired therewith and owned by the association, if payment shall not be made by the stockholder within thirty days after a demand, notice requiring such payment having been sent to the address 383 § 6 HOMESTEADS. of the stockholder, as such address had been stated by such stockholder. 5. May borrow money and make loans to mem- bers and others. § 5. All corporations formed under this act shall have power to borrow money for temporary purposes not incon- sistent with the objects of their organization, and to loan to their own members or other persons any moneys belong- ing to such corporation not needed for immediate use, on approved marketable securities, for which they may pay or receive a commission, as shall be agreed in writing by parties thereto, not contrary to law ; nor shall such indebt- edness exceed at any one time one half of the aggregate amount of the shares and parts of shares and the income thereof actually paid in and received. Such corporation, however, for the purpose of completing the purchase of land to be subdivided and distributed among the share- holders, may borrow, upon the security of the land so purchased, or the land owned or held by them at the time of making such loan or loans, any sum or sums of money which shall not exceed ninety per cent of the purchase- money of such land. 6. Parents, guardians and executors may take shares in behalf of minor children; married women may take and hold shares, § 6. Parents, guardians, executors, or other legal repre- sentatives may take and hold shares in such associations in behalf and for the use of minor children; provided, the eost of such shares, and the amount of deposits and assessments thereon to be paid from the personal earnings of such minor children, or the earnings or money of such parent or representatives for this purpose voluntarily bestowed. Married women may take and hold shares in such association, provided the cost of such shares and the 384 HOMESTEADS. §9 amount of deposits and assessments shall be paid from their personal earnings or money of their children volun- tarily bestowed for this purpose, or from property be- queathed or given to them, or given to them by persons other than their husbands. 7. Dissolution of corporation. § 7. Every such corporation shall terminate, except for the purpose of settling its affairs, at the expiration of the time stated in articles of association for its existence, or whenever it is dissolved in the manner provided in the articles of association ; but no dividend of the funds be- longing to the corporation, or the proceeds of property owned by the corporation, shall be paid to the share- holders upon such dissolution, until all the debts of the association shall have been paid or otherwise sufficiently provided for. 8. Financial statement to be published. § 8. Each association formed under the provisions of this act shall, at the close of its first year’s operations, and annually at the same period in each year thereafter, publish, in at least one newspaper of general circulation published in the city, town or county where the principal office or place of business of such corporation is located, a concise statement, verified by the oath of its president and secretary, showing the actual financial condition of the association, and the amount of its property and lia- bilities, specifying the same particularly. 9. Liability of stockholders; of directors and offi- cers. § 9. All shareholders of any association formed under the provisions of this act, shall be liable to the creditors of such association to an amount equal to the paid-up 25 385 - § 11 HOMESTEADS. assessments on the stock held by them respectively, for all debts contracted by such association until the amount to be paid for the shares is fully paid ; the directors and . officers of every asociation “formed under the provisions of this act shall be personally liable for any fraudulent use, disposition or investment of amy money, securities or other property belonging to such association, or for any loss which shall be incurred by any investment or use made by such directors or officers, other than such as are mentioned in and authorized by the articles of association ; but no director or officer of any such associ- ation shall he liable, as aforesaid, unless he authorized, sanctioned or approved, or made such fraudulent use, disposition or investment, as aforesaid. 10, Liability of parties who hold stock in trust. § 10. No person holding any stock in such corporation 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 corporation ; but the person pledging such stock shall be considered as holding the same, and shall be liable as stockholder accordingly ; and the estate or funds in the hands of such executor, administrator, guardian or trus- tee, shall be liable in any 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, she or they had been living or competent to act, and held the same stock in his, her or their own name or names. ti, Executor, etc, to have stock represented at meetings of stockholders. ' § 11. Every such executor, administrator, guardian or trustee shall have the right of having the share or shares of stock in hand ‘represented at all meetings of the com- pany, subject to the provisions of the articles of associa- 386 HOMESTEADS. § 14. tion ; and every person who shall pledge stock as afore- said may, nevertheless, represent the same at all such meetings, and may vote accordingly as a stockholder. 12. Failure to hold election not to dissolve -cor- poration. § 12. In case it shall happen at any time that an elec- tion of officers shall not be made on the day designated by the by-laws or articles of association of such corpora- tion, at the time for holding such election, the corporation shall not for that reason be dissolved ; but it shall be law- ful on any other day thereafter to hold an election for directors in such manner as may be provided for by said by-laws or articles of association ; and all acts of direct- ors or officers shall be valid and binding as against such company until their successors are elected and qualified. » 13. Increase of capital stock. § 18. Any corporation which may be formed under the provisions of this act may increase or diminish its capital stock, by complying with the provisions of this act, to any amount, not exceeding one million of dollars, which may be deemed sufficient and proper for the purposes of the corporation ; but, before any such 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 debt and liabilities shall be satisfied and reduced so as not to exceed such diminished amount of capital. 14, Proceedings therefor. $14. Whenever any such corporation shall desire to increase or diminish the amount of its capital stock, it shall be the duty of the directors or trustees, to publish 387 § 15 HOMESTEADS. a notice, signed by at least a majority of them, in a ReWS- paper of general circulation, published in the city, town or county where the principal office or place of business of such corporation is located, for at least ten days, and to deposit a written or printed copy thereof in the post- office, addressed to each shareholder, at his business office or usual place of residence, or to the address left at the office of the company in writing, at least ten days pre- vious to the day fixed upon for holding such meeting, calling a meeting of the stockholders, which notice shall specify 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 a vote of at least two thirds of all the shares of stock issued shall be necessary to an increase or dimi- nution of the amount of its capital stock. 15. When meeting to organize, etc.; certificate to be filed, § 15. If, at any meeting provided for in the preceding section of this act, stockholders shall appear in person, or by proxy, in numbers representing not less than two thirds of all the stock issued by the corporation, the meeting shall organize 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, a certificate of the proceedings, show- ing a compliance with the provisions of this act, the amount of capital actually paid in, the whole amount of debts and liabilities of the corporation, and the amount to which the capital stock shall be increased or dimin- ished, and how the same is to be done, shall be made out, signed and verified by the affidavit of the chairman, and attested by the secretary of the meeting ; and such affi- davit shall be acknowledged by the chairman, and filed 388 HOMESTEADS, § 19 as required by the third section of this act ; and, when so filed, the capital stock of such corporation shall be in- creased or diminished to the amount specified in such certificate. 16, Evidence. § 16. 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 of such certificate and the whole thereof, shall be received in all courts and places as presumptive evidence of the facts therein stated. 17, Loans to members limited. § 17. No loan made by any such association to any one of its members may exceed in amount the par value of the capital stock for which such member may have sub- scribed. 18. By-laws, etc. § 18. The directors of such corporation shall have power to make such prudential by-laws and regulations as they shall deem proper for the management and disposition of the stock and business affairs of such corporation, not inconsistent with the laws of this state or of the articles of the association ; and prescribing the duties of directors, officers and servants that may be employed; for the appointment of officers and agents ; for the security of the funds of the corporation, and for carrying out the objects and purposes of such corporation. 19, Saving clause. { § 19. The legislature may at any time hereafter amend or repeal this act, and such amendment or repeal shall not, nor shall the dissolution of any company, take away or impair any remedy given against such corporation, its 389 § 1 HORTICULTURE. stockholders or officers, for any liability which shall have been previously incurred. 20. Shares, etc., exempt from seizure on execution, § 20. The shares held by the members of associations incorporated under the provisions of this act, together with any amounts of deposits or assessments made on account thereof, shall be exempt from attachment or sale on execution for debt, to an extent not exceeding one thousand dollars, in such shares, deposits or assessments, at their par value; provided, ‘the person holding auch shares is not the owner of a homestead. See Burupre, IT. HORTICULTURE. See AcRricuLtuRE, Burpine. HOTEL COMPANIES. 1. Certificate of incorporation; where to be filed; contents of certificate; amount of capital; trustees. (Laws of 1874, ch. 143.) Section 1. At any time hereafter any five or more per- sons who may desire to form a company for the business of erecting buildings for hotel purposes or keeping hotels, or for either or both of such purposes, 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 object for which the company shall be formed ; the amount of the capital stock of the said company, 590 HOTEL. § 3 which shall not be less than ten thousand dollars nor ex- ceeding one million dollars ; the term of its existence not to exceed fifty years ; the number of shares of which the stock shall consist; the number of trustees and their names, who shall manage the concerns of the said com- pany for the first year, and the name of the place in which the operations of the said company are to be carried on. 2. Corporation, when perfected; capacity and powers of corporation. §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 of the courts of 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, leasing and conveying any real and personal estate what- ever, which may be necessary to enable the said company to carry on its operations named in such certificate. 3. Trustees, their number, etc.; election notice, how given; stockholders may vote in person or by proxy; vacancies, how filled. §3. The stock, property and concerns of such com- pany shall be managed by not less than three nor more than nine trustees, who shall respectively be stockholders in such company and citizens of the United States, and a majority of 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 by-laws of the company ; and public notice of the 391 85 HOTEL. time and place of holding such election shall be pub- lished, not less than ten days previous thereto, in a news- paper printed in the town or city in which or 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. 4, Failure to elect trustees not to dissolve cor- poration. § 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 elec- tion 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. 5. Officers; security may be required, § 5. There shall be a president of the company, who shalPbe 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 security for the faithful per- formance of the duties of their office as the company by ‘its by-laws may require. 392 HOTEL. §8 6. Trustees may call in subscription of stock; forfeiture for non-payment. § 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 instalments as the trustees shall deem proper, 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 of the same or notice requiring such payment shall have been published for six successive weeks, in a newspaper printed in the city or town in which or nearest to the place where the busi- ness of the company shall be carried on as aforesaid. 7. 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 of business within the objects and purposes of said company. 8. Stock deemed personal estate; not to purchase in another corporation. § 8. The stock of such company shall be deemed per- sonal 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 893 § 11 HOTEL. of its funds in the purchase of any stock in any other corporation, or to hold the same, except as collateral security to a prior indebtedness. 9, Evidence. § 9. The copy of any certificate of incorporation filed in pursuance of this act, certified by the county clerk under his official seal 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. 10. Personal liability, exemption from; pledge of stock, effect of; trust estate, how far liable. 810. 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 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 toact and hold the same stock in his own name. 11. Trustee, etc., may vote as stockholder. § 11. 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 a8 aforesaid may, nevertheless, represent the same at all such meetings, and may vote accordingly as a stockholder. 394 HOTEL, : § 14 12, Liability of company to guests. § 12. The said company shall be subject to the same liabilities as natural persons for all the purposes of this act; and shall be liable in the same manner and to the same extent as the proprietors of other hotels are liable, for loss, injury or destruction of the property of guests, except as may be otherwise provided by special written contract ; but this section shall not be construed so as to make said company liable as hotel keepers in case said company shall have leased said hotel. 18. Stockholder liable for debts of company to amount of his stock. §13. Each stockholder of said company shall be jointly, severally and individually liable to the creditors of, or those holding claims against, said company, to an amount equal to the amount of stock held by him or her in said company, for all the debts and liabilities of the company, but shall not be liable to an action therefor be- fore an execution shall be returned unsatisfied, in whole or in part, against the company, and then the amount due on such execution shall be the amount recoverable, with costs, against such stockholders. 14, Book to be kept; its contents; book to be open to inspection of stockholders and judgment creditors; books, where to be kept; transfers of stock to be entered therein; book to be evidence; misdemeanors; penalties therefor; district attorney to sue for penalties. $14. It shall be the duty of the trustees of every such’ corporation or company 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 have been, stockholders of such company, and showing their places of residence, the number of shares 895 § 14 : HOTEL. of stock held by them respectively, and the 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 thirtieth day of May, the fourth day of July, the twenty-fifth day of December and the first day of January, be open for the inspection of stock- holders and creditors of the company, who have obtained judgment upon their claims, upon which execution has been returned unsatisfied in whole or in part, and their personal representatives, at the office or principal place of business of such company, in the county where its busi- ness 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 such stock shall be valid for any purpose whatever, except to render the person to whom it shall be trans- ferred 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 pre- sumptive evidence of the facts therein stated in favor of the plaintiff in any suit or proceeding against such com- pany 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 in- spected 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 in- -juréd 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 shall so neglect, to be sued for and recovered in the name of the people by 396 HORSE-BREEDING. § 2 the district attorney of the county in which the business of such corporation shall be located ; and when so re- covered, the amount shall be paid into the treasury of such county for the use thereof. 15. Provisions of Revised Statutes applicable to. § 15. 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. 16, Not to organize hereafter under manufactur- ing act. § 16. After the passage of this act it shall not be lawful to organize any corporation under chapter three hundred and seventy-one of the laws of eighteen hundred and sixty-six, or the acts passed supplementary thereto or amendatory thereof. See ManuFactures. HORSE-BREEDING. 1, Companies, how formed. (Laws of 1854, ch. 269.) ; Section 1. Any number of persons, not less than five, may associate and form an incorporation or company, for the purposes of raising, improving and breeding horses, upon filing in the office of the secretary of state a declara- tion, signed by all the corporators, expressing their in- tention to form such company, together with a copy of the charter proposed to be adopted by them. 2. Charter, what to contain. § 2. The charter so filed shall set forth the name of the 397 84 HORSE-BREEDING. company, the town and county wherever the same shall be located ; the mode and manner in which the corporate powers granted by this act are to be exercised ; the ‘duration of the charter, which shall not exceed Evenity -five years ; the mode and manner of electing trustees or directors and filing vacancies ; the period for the com- mencement and termination of its fiscal year, and the amount of capital to be employed in the transaction of its business ; but no company shall be organized under this act with a capital of less than fifty thousand dollars, and in the counties of New York, Kings and Westchester the said capital shall not be less than one hundred thousand | dollars, nor shall the declaration or charter of any com- pany proposed so to be formed be filed as required by the first section of this act, except upon due and sufficient proof to be made to the secretary of state upon the oath of at least two of the corporators, that the whole amount of said capital has been subscribed in good faith and at least twenty per cent thereof actually paid in cash. [Thus amended by Laws of 1864, ch. 85.] 3. Copy to be filed in county clerk’s office. § 3. A copy of said declaration and charter shall also be filed in the office of the clerk of the county wherein the said company shall be located, and a notice of the in- tention to form such company shall be published once in each week, for at least six weeks, in a newspaper printed in said county. 4, General powers. § 4. Upon filing a declaration and charter as aforesaid, the persons who have signed the declaration, and their associates and successors, shall thereupon, by virtue of this act, be a body politic and corporate, by the name stated in such charter, aud by that name they and their 398 HORSE-BREEDING. § 6 successors shall and may have succession, and shall be persons in law capable of suing and being sued, and they and their successors may have and use a common seal, and the same alterand change at pleasure ; and they and their successors, by their corporate name, shall in law be capable of taking and receiving, purchasing and holding real estate, for the purpose of their incorporation, to an amount not exceeding one hundred thousand dollars in value, and of mortgaging, selling and conveying, or otherwise disposing of the same, as the interest and ob- jects of the company may require. 5. Powers. § 5. Any corporation formed under this act shall have power to raise, import, purchase, keep, breed and sell horses, and to do all other acts and things necessary in their judgment to carry out and effect the objects of their incorporation. But nothing in this section con- tained shall be construed to allow the racing, running, trotting or pacing of horses, for any bet or wager, con- trary to the provisions of article fifth, chapter twenty, title eight, part first of the Revised Statutes. [Thus amended (2a sentence added) by Laws of 1857, ch. 568. ] * 6. By-laws. § 6. The corporators, or trustees, or directors, as the case may be, of any company organized under this act, shall have power to make such by-laws, not inconsistent with the laws of this state, as may be deemed necessary for the government of its officers and the conducting of its affairs, and the same to alter or amend at pleasure ; they may also prescribe such rules and regulations for * See Laws of 1860, ch. 523, § 3, post, for an amendment ‘to this section, which by the terms of § 2 of the same act, is applicable only to Long Island, 399 §9 HORSE-BREEDING. the sale and transfer of the stock of the company as they may deem just and expedient, and each stockholder shall be individually liable for the debts of ‘said company con- tracted while such stockholder.* 7, Liability of stockholders. (Laws of 1860, ch. 523.) Srction 1. The sixth section of the “‘ Act for the in- corporation of associations for improving the breed of horses,’’ passed April fifteenth, eighteen hundred and fifty-four, is hereby amended by adding thereto as fol- lows: ‘‘ Until the whole amount of capital stock sub- scribed shall have been paid in, in cash, and afterward said liability shall be twice the amount of the stock held in their respective names.” 8. Limited to Long Island. § 2. The provisions of this act shall be applicable only to the several counties on Long Island, and shall not be construed to apply to any other county or counties in this state. 9. Act amended. § 3. The first section of the act passed April fifteenth, eighteen hundred and fifty-seven, to amend the fifth sec- tion of an act entitled ‘‘ An act for the incorporation of associations for improving the. breed of horses,’’ passed April fifteenth, eighteen hundred and fifty-four, is hereby amended by adding thereto as follows: ‘‘ Provided, always, that nothing herein contained shall prevent any assaciation regularly formed under the act passed April fifteenth, eighteen hundred and fifty-four, from offering premiums, at any of the regular meetings of said associa- tion, and a competition therefor.” * See the next act, Laws of 1860, ch. 523, for an amendment applicable only to Long Island, 400 ICE COMPANIES. §2 ICE COMPANIES. 1, Formation, powers, etc. (Laws of 1855, ch. 301.) Section 1. Any three or more persons may organize 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 one thousand eight hundred and forty-eight, 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. 2. Duties and obligations. § 2. Every corporation so formed 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. INSURANCE. See GuaranTEE, INDEMNITY AND CasuaLty, Pyare Guass, PROTECTION TO ANIMALS. JOINT-STOCK COMPANIES. See ante, Pant I., Nos. 44 to 60—116 to 124. LAUNDRY. See Manuractures, 26 401 § 3 LIBRARY. LIBRARY CORPORATIONS. 1, Preamble. (Laws of 1796, ch. 43.) WHEREAS a disposition, for improvement in useful ‘knowledge has manifested itself in various parts of this state, by associating for procuring and erecting social and public libraries: And whereas it is of the utmost im- portance to the public that the sources of information should be multiplied and institutions for that purpose encouraged and promoted : 2, On certain sum being subscribed trustees may be elected. Sxection 1. Be it therefore enacted by the People of the State of New York, represented in Senate and As- sembly, That from and after the passing of this-act, it shall and may be lawful for any number of persons, not less than twenty, in any county, town, village or neigh- borhood, who shall subscribe in the whole not less than forty pounds, and who shall by writing under their hands signify their consent and desire to associate themselves together for the purpose of procuring and erecting a pub- lic library, to assemble on the second Tuesday of the month in which they shall determine to meet at a place previously agreed on by a majority of the subscribers, to elect, nominate and appoint not less than five nor more than twelve of their number as trustees, to take charge of the moneys belonging to the corporation thereby erected, and to transact all affairs relative to the same. 3. Election, how to be held. § 2. And be it further enacted, That the said election to be held as aforesaid shall be conducted in the follow- ing manner, to wit: that whenever two thirds of the sub- 402 LIBRARY. 8 4 scribers shall assemble at the time and place previously agreed on and appointed, they shall proceed to elect a chairman by ballot from among themselves who shall preside at such election, receive the votes of the sub- scribers and be the officer to return the names of those who by plurality of voices shall be elected: to serve as trustees for the said corporation ; that the said returning officer shall immediately after said election, certify under his hand and seal the names of the persons elected to serve as trustees for said library, in which certificate the style, name or title of the said corporation (which shall forever thereafter be the style, name or title by which the said corporation shall be distinguished and known), shall be particularly mentioned and described, which said certificate being first duly proved or acknowledged before the chancellor of this state, or one of the judges of the supreme court, or any one of the judges of the court of common pleas of the county for the time being, in the same manner in which deeds or other writings have usually been proved or acknowledged, shall be forthwith recorded by the clerk of the county for the time being, in a book to be by him kept for that purpose, for which he shall receive a fee of eight shillings, and no more. 4, Trustees and their associates to be a body cor- porate. §3. And be it further enacted, That the persons so elected, returned and registered, shall be and hereby are declared to be trustees for said library, and that the said trustees from the time of their election as aforesaid, and their associates, and such other persons as shall from time to time become members of the corporation hereby authorized to be erected, shall be and hereby are or- _ dained, constituted, appointed and declared to be one body corporate and politic, in fact and in name, by the name, style or title mentioned and described in the said 403 85, LIBRARY. certificate so to be recorded as aforesaid, and by that name shall have succession, and they and their successors shall and may forever thereafter by the same name be able and capable in law to sue and be sued, implead and be impleaded, answer and be answered unto, defend and be defended in all courts of common law or equity what- soever, in all manner of actions, suits, causes, controver- - gies, matters and things whatsoever, and that they and their successors shall have a common seal, and may break, alter and change the same at their discretion ; and also, that the said trustees and their successors by the same name and title described in said certificates from the time of their election aforesaid shall be capable in law of purchasing, holding and conveying any estate real or personal for the use of the said corporation : Provided, Such real and personal estate so held shall not at any one time exceed the annual value of five hundred dollars, ex- clusive of the books and of the annual payments which shall be directed to be made by the members of the said corporation. 5. Number of trustees limited, and a chairman, treasurer and librarian to be appointed. § 4. And for the better execution of the aforementioned purposes, Be it further enacted, That forever hereafter there shall not be less than five nor more than twelve trustees for every library so incorporated as aforesaid, who shall hold their offices for one year, and until others be elected in their places, and shall manage the business of the said corporation; and that there shall forever hereafter be one chairman of the said trustees, one treasurer and one librarian to be appointed in the manner hereinafter mentioned ; and that it shall be lawful for the said trustees in their discretion, whenever they conceive it necessary, to appoint one and the same _ person treasurer and librarian. 404 LIBRARY. $6 6. Offices of trustees, when to determine, and new trustees to be elected; chairman, when to be ap- pointed; vacancies, how supplied; trustees annually to exhibit a state of the library. § 5. And in order to keep up a perpetual succession of trustees, Be it further enacted, That the offices of the said first trustees shall determine in the following year on the second Tuesday in the same month in which they were chosen, and that on the first Tuesday in the same month in which the first election was held, in every year forever thereafter there shall be a general meeting of the members of the corporation at some convenient place to be from time to time ascertained and fixed by the by-laws of the said corporation, and that then and there by plurality of votes of such members as shall so meet, not less than five nor more than twelve trustees shall be elected by ballot to serve the ensuing year; that any person holding more than one right in said library shall be entitled to one vote for each right he or she shall hold in the same ; that the trustees of the said library shall annually at their first meeting on or after the day in which their offices commence, appoint one of the said trustees their chairman; that in case of the death, re- moval, refusal or neglect to serve of the chairman for the time being, it shall be lawful for the trustees of the said library at any of their meetings to appoint another chair- man instead of the one dying, removing, refusing or neglecting to serve as aforesaid, to remain in office till the expiration of the time during which his predecessor was entitled to serve; and when and as often as any vacancy shall happen by the death, removal, resignation or neglect to serve of any of the said trustees, it shall be lawful for the chairman of the said trustees, or on his neglect or refusal for any other two of the said trustees,. _to summon a meeting of the members of the said corpora- tion at a place fixed by the by-laws of said corporation, 405 §7 LIBRARY. for. the purpose of electing another or other person or persons instead of such as shall have so died, removed, refused or neglected to serve as aforesaid, and that such person or persons so to be chosen trustee or trustees at such meeting as last aforesaid, shall respectively remain in office during such time as the person in whose stead such trustee shall be chosen would have done in case such death, removal or refusal had not happened, and no longer ; and that the trustees of the said library shall, at every such annual meeting of the members of the said cor- poration, exhibit to the members a state of the said library, the minutes of the proceedings of the trustees during the year immediately preceding such meeting, with the treasurer’s and librarian’s accounts, stating the amount of receipts and expenditures during such year. 7. To have stated meetings; their powers. $6. And be it further enacted, That the said trustees shall have stated meetings once in every quarter in every year, at such time and place as shall from time to time be appointed for that purpose, that the chairman or any two trustees of the said library for the time being shall and may from time to time, as occasion may require, summon and call together, at such place as shall from time to time be appointed by the by-laws of the said corporation, the trustees of the said library, giving them at least two days previous notice of such meeting ; that the chairman and a majority or more of the said trustees shall form a board of trustees, and that in the absence of the chairman, the trustees so met shall choose another to serve*on that occasion, that the chairman shall have a casting vote and no other, that the chairman and a majority of the trustees so met shall have full power and authority to adjourn from day to day, or for such other | time as the business of the said corporation may require, and from time to time to appoint, and at their pleasure 406 LIBRARY, § 7 to displace a treasurer and librarian of the said library, and to appoint other or others in their stead and place, to ascertain the compensation to be allowed the treasurer or librarian or either of them for their service in their stations respectively, and to regulate and appoint to them the said treasurer and librarian or either of them their respective powers, trusts, and duties ; to direct the appli- cation of moneys belonging to the said corporation to the purchase of such books and apparatus as they shall think proper, to the providing of a room or house for the safe keeping of the books of the said library, and to transact, do, manage and perform, in the name of the said corpora- tion, all and every act and acts, thing and things whatso- ever which shall be necessary to be done, and which the trustees of said library are by this law authorized to do ; and to make, frame, constitute, establish and ordain, from time to time, and at all times hereafter, such laws, constitutions, ordinances and regulations for the govern- ment of the officers, members and servants of said cor- poration, for regulating the terms upon which the books of the said library shall be lent out both to the members of the said corporation and others, for fixing and ascer- taining the times and places of the quarterly meetings of the said trustees, for altering, fixing and ascertaining the places of meeting of the members of the said corporation, for the election of trustees, for regulating the manage- ment and disposition of the books of the said library, and the moneys, funds and effects belonging to the said cor- poration, the mode of transferring rights in the said library from one person to another, and all the other business and affairs whatever of the said corporation, as they or the major part of them so legally met shall judge best for the general good of said corporation, and for the ‘more effectual promoting, increasing and preserving the said library, and the same or any of them to alter, amend: or repeal, from time to time, as they or a major part of 407 § 10 LIBRARY. them so met shall think proper: Provided, Such laws, constitutions, regulations or ordinances be not repugnant to the laws of this state. a. 8. Shares assignable. § 7. And be it further enacted, That it shall and may be lawful for each and every of the members for the time being of the said corporation, his or her executors, administrators and assigns, to give, sell, alien, assign, devise and dispose of their respective rights in the said library, and that their respective assigns shall be mem- bers of the said corporation, and shall be entitled to all and every the same rights and privileges in said library and said corporation as the original members are entitled to by this act: Provided, That a part of a right in said library shall not entitle the proprietor or owner thereof to any privilege whatsoever in said library or corpora- tion. 9. New members, how admitted. § 8. And be tt further enacted, That it shall and may be lawful at such meeting of a majority or more of the said trustees of the library for the time being, to make any by-laws, constitutions, or ordinances of the said cor- poration, to admit under the common seal of the said corporation such and so many persons, members of the said corporation, as they shall think beneficial to the said. library, which members so admitted shall be entitled to have, hold, and enjoy all and every the same rights and privileges as the original members are entitled to by this act. 10, Annual payment to be made by a certain day; forfeitures for neglect. § 9. And be it further enacted, That each and every 408 LIBRARY, § 11 member of the said corporation for the time being, shall, on or before the first Tuesday in the month fixed for the election of trustees, annually pay to the treasurer of said library, for the use of the said corporation, the sum or sums which shall be fixed by the by-laws of said corpora- tion, and that whenever any of the members of the said corporation shall neglect to pay the said annual sum, or any other sum which of right shall become due to the corporation, for the space of forty days next after the day on which the same ought to have been paid, that then the person or persons from whom the same shall be due, shall be precluded from exercising any of the privi- leges to which he became entitled by virtue of his being or becoming a member of the said corporation, until such sums shall be fully satisfied ; and if such sums shall not be paid within two years after any such sums shall be- come due as aforesaid, that then and after the expiration of two years from the time such payment shall become due, that the person or persons from whom the same shall become due, shall thereupon forfeit and be utterly excluded from all his, her or their rights and privileges in the said library and corporation. 11. Election of trustees not made pursuant to this act, may be held at another day; proviso. $10. And be it further enacted, That in case it should happen that an election of trustees should not be made on any day when pursuant to this act it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved, but that it shall and may be law- ful on any other day to hold and make an election of trustees, in such manner as shall have been regulated by the laws and ordinances of the said corporation : Pro- vided always, That nothing in this act shall be so con- strued as to authorize any person or persons whatsoever under color or by virtue of any incorporation authorized 409 § 14 LIBRARY. by this act, to do or transact any business, matter or thing, save what appertains to a library, according to the true intent and meaning of this act. 12, Stated meetings. (Laws of 1825, ch. 19.) SrcTIon 1. Be it enacted by the People of the State of New York, represented in Senate and Assembly, That it shall be lawful for the trustees of all library companies, formed by virtue of the act above entitled, to have stated meetings semi-annually or quarterly, at such time and place as shall from time to time be appointed by a majority of such trustees, for such purpose, anything in the sixth section of the act hereby amended to the con- trary thereof in anywise notwithstanding, and at such meetings to do and perform all duties which, in and by the said act hereby amended, they are empowered and authorized to do and perform. 13. ‘Incorporation of library companies. (Laws of 1853, ch..395.) Section 1. Any number of persons, not less than three, residing in this state, may become incorporated as a joint-stock company for the purpose of founding, con- tinuing and perpetuating a library of one or the other of the following descriptions, in the manner hereinafter mentioned. 14, Description of library. § 2. A library company, formed by virtue of this act, may Be either a circulating library company or a refer- ence library company. The books, manuscripts, maps, prints, coins, medals, paintings, or other article of literary property or work of art of the first-mentioned company, may either in whole or in part, as the trustees shall from time to time determine, be taken for use from the library 410 LIBRARY. § 15 rooms or buildings of the corporation. But no book, manuscript, map, print, coin, medal, painting, article of literary property, or work of art, belonging to the second- mentioned company, shall be taken, kept or used, out of the library rooms or buildings of the company, under any permission or pretence whatever, except for its repair or preservation, or for the purpose of being deposited in some other building of the company, should they change from one to another location, nor shall it be sold or ex- changed, unless the company have an exact duplicate thereof. 15. Meeting to form company. § 3. Such persons as are mentioned in the first section of this act, when desirous to form a library company under this act, may meet and appoint a chairman and secretary, by a vote of a majority of those present, and proceed to form one or the other of the descriptions of company specified in the second section of this act, by determining : 1. Upon the description of company they will form. 2. Upon a corporate name for such company, which shall include the word circulating or reference, as the description of the company may be. 3. Upon the number of trustees to manage the affairs of the corporation, not less than three nor more than nine. 4. Upon the city or town of their county in which the library shall be located, 5. Upon the trustees for the first year, 6. Upon the day of the annual election thereafter, and the day the new trustees that may be elected shall enter upon office. 7. Upon the amount to be paid for a share of the stock to constitute a member, how much thereof shall be paid down, and the annual sum to be required by the com- pany on each share of said stock. 411 § 18 LIBRARY. 16. Certificate of formation of company. § 4. The chairman and secretary of the meeting shall, within three days thereafter, make a written certificate, and sign their names thereto, and acknowledge the same before an officer authorized to take the proof and ac- knowledgment of conveyances in the county where such library is to be located, which certificate shall state the time and place of such meeting, the names of those who attended the same and concurred in the proceedings, and the matters specified in the last preceding section deter- mined upon by such meeting ; and it shall be the duty of the said chairman and secretary to cause such certificate __ to be recorded in the clerk’s office of said county, in a book appropriated to the recording of certificates of in- corporation ; and such original certificate, acknowledged as aforesaid, or the record thereof, or an exemplified or certified copy of such record, shall be evidence of any matter above authorized to be inserted therein, and which it shall contain. . 17. Recording certificate, company to be legally incorporated. § 5. Upon such certificate being so recorded, the com- pany mentioned therein shall be deemed to be legally in- corporated, and shall have and possess the general powers _ and privileges of corporations, and be subject to the liabilities and restrictions contained in the third title of the eighteenth chapter of the first part of the Revised Statues, so far as the same are consistent with this act. 18, Trustees to manage business of company ; powers and duties. § 6. The business of the company shall be managed by its trustees, a majority of whom shall be a quorum.; they shall be elected annually by the shareholders, and each of them, after the first year, must be a shareholder ; they 412 LIBRARY. § 18 shall annually appoint a president and vice-president from among their own body, and shall also appoint a treasurer, a secretary and librarian, who shall hold their offices during the pleasure of the trustees; and the treasurer and librarian may be required to give security for the faithful performance of the duties of their offices, respectively, and for the payment and delivery over to their successors, or other person or persons that may be directed by the trustees to receive the same, of the money and property intrusted to their care or custody, respectively ; and the said trustees shall have power to admit members of the company who may apply for admission and become shareholders; to make calls for payment of the sums required to pay for the shares sub- scribed in such instalments as they think proper; to establish other offices than those before mentioned ; to. appoint the officers thereto, and also all agents and ser- vants deemed by. them expedient for the company, but such offices and appointments shall only be during the pleasure of the trustees ; to make by-laws and pass reso- lutions, and the same from time to time to repeal, renew or alter, for regulating the election of trustees and officers, for transferring shares of the stock of said com- pany, for prescribing the evidence, the transfer thereof, and also the duties of the officers, agents and servants of the company, the security they shall give and the com- pensation, if any, for the care, use, increase and preser- vation of the library and other property of the company ; also, to procure, by purchase or donation, a proper lot and building for said library, with proper furniture and conveniences for the same and its use, and for the resi- dence of its librarian or keeper thereof; also, to pur- chase, receive by gift or on deposit for use, any books, manuscripts, maps, prints, coins, medals, paintings and other literary articles and works of art for the library of the company, and generally to do any act necessary for 413 § 20 LIBRARY. the accomplishment of the objects of the corporation, not contrary to this act or to the Constitution or laws of this state or of the United States. 19, Membership. § 7. Every person who shall be admitted a member of the corporation, with the right of voting, shall be the owner of at least one share of the stock thereof, for which he shall have paid the company all such sums of money as shall have been required to be paid thereon ; and each member shall be entitled to one vote on every such share held by him, and standing in his name on the books of the company, and the shares shall be considered personal property, and pass and be transferable as such, subject, however, to the annual payments thereon, and to for- feiture for non-payment of calls or of annual payments, and to the provisions for regulating their transfer ; and a certificate shall be granted to each shareholder for his shares, and no transfer shall be deemed valid, as between the shareholder and the company, until it is registered in some proper book to be provided by the company, which book shall be open to the inspector of any shareholder, in the library building, at all reasonable business hours in the day-time, and shall be the evidence of the right to vote in case of dispute. 20, Shares. § 8. Each share in such library company shall be charged with the payment of such annual sum as may be agreed on at the formation of the company and mentioned in said €ertificate ; and such annual payment may be in- creased by a majority of the votes of the persons holding shares, at a meeting of the trustees, holders, to be held at the library rooms, on notice of the trustees, specifying the proposed increase, published once a week, for four: weeks, in at least one of the newspapers published in the 414 LIBRARY, § 21 county where the library is located, and posted, for a like length of time, in the library room ; but such increase shall not, at any one time, be made exceeding fifty per cent more than the last preceding annual charge, nor ex- ceed, in all, twenty-five dollars per year. Half of the annual charge shall be payable on the first Monday of May, and half on the first Monday of November, in each year, such payments to become due on the first of the said days which shall occur after the share shall have been created, or such annual payment have been: in- creased ; and the said semi-annual sums, when due, may be collected by suit, if deemed expedient, and if payment of any of them shall be neglected to be made (whether sued for or not) for five years, the share of which it may be chargeable may be declared by the trustees at any time thereafter, and while any part of it remains unpaid, to be forfeited, and shall thenceforth cease to be con- sidered a share in the company, or to give any right or | interest in said company to the holder or claimant there- of. Shares of the company may also be declared forfeited by the trustees for non-payment of the calls of any in- stalment at the time specified in such call, and with the like effect as in this section mentioned on forfeiture for non-payment of semi-annual charges where such forfeit- ure shall be declared. 21. Library, how to be used. § 9. The library of the company shall be open daily (Sundays and such holidays as the trustees shall, in their by-laws, specify, excepted), under the regulations of the trustees, for use by the shareholders, without requiring from them any other than the semi-annual payments aforesaid on their respective shares, and the trustees may prescribe the terms on which persons not shareholders may inspect, make researches in, and use said library, but subject, however, in case of a reference library, to 415 § 22 LIBRARY. the restriction against and punishment for the removal of any book, manuscript, map, print, coin, medal, painting or other literary article or work of art belonging to said library company from their library building. 22. Damages for destroying or injuring property of library. § 10. Any person who shall fail to return, at the ex- piration of the time prescribed for its use, destroy or in- jure any article or property of any library company in- corporated under this act, shall be liable to damages to the full value of such article, and also to such further amount of damages as any court in which a suit may be prosecuted therefor may award, to be determined how- ever by jury, in case the action is tried by jury ; and in case any book, manuscript, map, print, coin, medal, painting or other literary article or work of art shall be removed from the library building of any reference library company, except for its preservation or repair, or for the purpose of being deposited in some other building of the company, should they change from one to another location, the person so removing or assisting in so remov- ing the same, and any trustee or officer of the company consenting to the removal thereof, or any person in pos- session thereof, after such removal, refusing to permit the same to be restored to such last-mentioned library, shall be deemed guilty of a misdemeanor, and on being in- dicted therefor, no nolle prosequi, discontinuance or re- linquishment of the indictment or prosecution shall be allowed, except upon the terms of paying all the costs to the peSple, and a certificate of satisfaction from the com- pany under their corporate seal, and the signature of a majority of the trustees for the time being ; and the book or article so removed shall still be the property of the company, and damages, as aforesaid in this section, may be recovered with costs in any court having cognizance 416 LIBRARY. § 24 of the suit; nor shall anything herein contained affect any prosecution for a felonious taking of the property of such company. 23. Reference library. §11. No reference library company shall be changed into a company of any other description by any act of the trustees or shareholders, except by the unanimous con- sent of such shareholders for the time being ; and in case the legislature shall, without such unanimous consent, pass any law whereby the books, manuscripts, maps, prints, coins or medals, paintings, or other article of literary property, or work of art of such company, or any of them, shall be permitted to be removed from them, or used elsewhere than in its library rooms, every dissent- ing shareholder shall first be paid the full value of his shares in said company, to be ascertained by appraisers appointed as the legislature shall direct, and sworn to appraise all the property of such company at its full value ; and any person who may have made any donation to said company, if living, or his personal representative, if the same be dead, shall be entitled first to receive back the article and articles given, if, when the act making the change is passed, it or any of them is or are possessed by the company ; or if the donation was cash or real estate, to receive repayment of the cash anda reconveyance of the real estate or of the property for which such real estate may have been sold or exchanged. 24, Real and personal estate. §12. Any company incorporated under this act may take and hold real and personal property by gift, purchase, grant or devise ; but any real estate, except such lot or lots as may be necessary or reasonably convenient for the library buildings and a residence for the librarian, shall be sold and disposed of by the trustees in one year after 27 417 '§ 25 LIBRARY. the title and possession thereof shall be vested in the company (the receipt of the rent thereof to be deemed as: actual possession); and it shall not be lawful for the trustees to retain, uninvested or unappropriated to the legitimate objects of the company under this act, more than two thousand dollars for a longer period than three months at any one time. 25. May borrow money for buildings; not to in- cur debt for other purposes; trustees liable. § 18. Any library company incorporated under this act may, with the consent of two thirds of the members, for the purpose of purchasing a site and erecting library buildings, or a residence for the librarian, borrow money upon the bond or bonds of such company, at a rate of in- terest not exceeding seven per cent per annum, and secure payment of the same by mortgage on such site and buildings ; but no such company shall incur any debts except those which may be created as above provided for the purpose of purchasing a site for and erecting library buildings, for any other purpose than is above provided, except such taxes and assessments as shall be imposed upon its property according to law; and the trustees shall be liable jointly and severally for any debt not hereby authorized, which they shall have contracted for the company, while they were trustees, and may retain and apply sufficient of- the cash, bonds, notes, or other securities of the company to discharge them from such liability, so far as it may have been contracted for the legitimate purposes of the company under this act ; but no boar of trustees shall lawfully make any contract on. account of the company, except for such site or build- ings, or the payment of the money so borrowed, not to be performed during the year for which the board. is chosen. [Thus amended by Laws of 1875, ch. 419.]* * The act of 1875 purports to amend $13 of 'ch. 390 of the laws of 1853 ; but this act is evidently intended, 418 LIBRARY. , § 27 26. Election; vacancies. § 14. If any election shall fail to be held on the day mentioned in the said certificate for incorporation, it may be held on any other day determined on by the trustees, on a notice of not less than six days, signed by the presi- dent or a majority of the trustees, and posted during that time in the library room ; and the trustees chosen at such special election shall hold their offices as if they had been chosen on the annual election day. Any vacancy in the office of trustee, occurring between the days of annual election, may be supplied. by a majority of the trustees remaining in office, at any meeting duly held by them, and the person so chosen shall hold as if chosen at the day for the annual election next preceding such choice. 27. Penalty for injuries to books, etc., by officers, clerks, agents or members or other’ persons. ; (Laws of 1870, ch. 366.) SEotion 1. If any officer, clerk, agent or member of any public library, duly incorporated under the laws of the state of New York, or any other person .whatever, shall thereafter wilfully cut, mark, mutilate, or other- wise injure any book, volume, map, chart, magazine, newspaper, painting or engraving, belonging to or deposited in any public library so incorporated as afore- said, or shall procure such injury to be done as herein stated, every such person shall be deemed to be guilty of a misdemeanor, and, upon conviction thereof by any court of competent jurisdiction, shall be liable for each offence to a fine of not more than one hundred dollars, at the discretion of the court ; provided, however, that no prosecution shall be maintained under this act, unless the library prosecuting shall have at least two printed copies of this act conspicuously placed upon its premises. [Thus amended by Laws of 1872, ch. 721.] 419 § 29 LIBRARY. 28. Incorporation of library societies. (Laws of 1875, ch. 343.) ’ Sxction 1. Any number of persons not less than five, citizens of the United States, a majority of whom shall also be citizens of this state, who shall desire to assoviate themselves together for the purpose of founding, continu- ing and perpetuating a library, may make, sign and ac- knowledge before any officer authorized to take acknowl- edgment of deeds in this state, and file in the office of the secretary of state, and also in the office of the clerk of the county in which the office of such society shall be situ- ated, a certificate in writing, in which shall be stated the name or title by which such society shall be known in law, the business and object of such society, the number of trustees, directors or managers to manage the same, . and the names of the trustees, directors or managers for the first year of its existence, and the city or town of the county in which such library shall be located ; but such certificate shall not be filed unless by the written consent and approbation of one of the justices of the supreme court of the district in which said library shall be located, to be indorsed on such certificate. 29. Powers and duties. § 2. Upon filing a certificate as aforesaid, the persons who shall have signed and acknowledged such certificate, and their associates and, successors, shall thereupon, by virtue of this act, be a body politic and corporate, by the name stated in such certificate, and by that name they and their successors shall and may have succession, and’ shall be persons in law capable of suing and being sued ; and they and their successors, by their corporate name, shall, in law, be capable of taking, receiving, pur- chasing and holding real estate by gift, grant or other- wise, for the purposes of their incorporation, and for no other purpose, to an amount not exceeding the sum of 420 LIBRARY. § 32 fifty thousand dollars in value, and personal estate for like purposes to an amount not exceeding the sum of seventy-five thousand dollars in value; but the clear annual income of such real and personal estate shall not exceed the sum of ten thousand dollars; to make by- laws for the management of its affairs not inconsistent with the Constitution and laws of this state or of the United States; to elect and appoint the officers and agents of such society for the management of its business, and to allow them a suitable compensation. 30. By-laws. § 3. The society so incorporated may prescribe by its by-laws what persons may thereafter become its members and have the right to vote at its meetings, and may annually elect from its members, its trustees, directors, managers at such time and place, and in such manner as may be specified by it in its by-laws, who shall have the control and management of the affairs and funds of said society, a majority of whom shall bea quorum for the transaction of business ; and whenever any vacancy shall happen among such trustees, directors or managers, by death, resignation or neglect to serve, such vacancy shall be filled in such manner as shall be provided by the by- laws of such society. é 31. Limitation. § 4. The provisions of this act shall not extend or apply to any association or individuals who shall in the certifi- cates filed with the secretary of state, or with the county clerk, use or specify a name or style the same as that of any previously incorporated society in this state. 32, Property. § 5. Any corporation formed under this act shall be capable of taking, holding or receiving any property, real 421 § 35 LIBRARY. or. personal, by virtue of any devise or bequest contained in any last will or testament of any person whosoever, the clear annual income of which devise or bequest shall not exceed the sum of ten thousand dollars. provided, no person leaving a wife, or child, or parent shall devise or bequeath to such institution or corporation more than one fourth of his or her estate after payment of his or her debts, and such devise or bequest shall be valid to the extent of such one fourth, and no such devise or bequest shall be valid in any will which shall have not been made and executed at least two months before the death of the testator. 33. Liability of trustees. §6. The trustees of any company or corporation organized under the provisions of this act, shall be jointly and severally liable for all debts due from said company or corporation contracted while they are trustees, pro- vided said debts are payable within one year from the time they shall have been contracted, and provided a suit for the collection of the same shall be brought within one year after the debt shall become due and payable. 34, Subject to supreme court. §'7. All institutions formed under this act, together with their books and vouchers, shall be subject to the visitation and inspection of the justices of the supreme court, or by any person or persons who shall be ap- pointed by the supreme court for that purpose. 35, General powers. § 8. Each corporation formed under this act shall pos- sess the general powers conferred by, and be subject to the provisions and restrictions of the third title of the eighteenth chapter of the first part of the Revised Statutes. 422 LIBRARY, § 38 36. Right to repeal. § 9. The legislature may at any time amend, annul or repeal any incorporation formed or created under this act. 37. Increasing number of trustees. (Laws of 1879, ch, 413.) Srction 1. Any library company now formed or here- after to be formed, under chapter three hundred and ninety-five of the laws of eighteen hundred and fifty- three, entitled ‘‘ An act for the incorporation of library companies,” may determine at any annual meeting of the stockholders, or at a special meeting of the same, duly called by a majority of the stock, to increase the num- ber of trustees to manage the affairs of the corporation, in all not exceeding the number of eighteen. 38. Certificate of increase. § 2. The chairman and secretary of the meeting shall, within three days after any -increase of the number of trustees shall be determined upon, make a written certifi- cate and sign their names thereto, and acknowledge the same before an officer authorized to take the proof and acknowledgment of conveyance in the county where such library is to be located, which certificate shall state the time and place of such meeting, the names of those who attended the same and concurred in the proceedings, and the names of the additional trustees then chosen ; and it shall be the duty of the said chairman and secretary to cause such certificate to be recorded in the clerk’s office of said county, in a book appropriated to the recording of certificates of incorporation, and such original certifi- cate acknowledged as aforesaid, or the record thereof, or an exemplified or certified copy of such record, shall be evidence of any matter above authorized to be inserted therein and which it shall contain. See BeNEvoLeNT, CHARITABLE, 423 §1 MANUFACTURES, MINING, ETC. LIFE INSURANCE. {Omitted.) See Cruns, Morvan Benzrir. LOAN. See Bumorine, I. LOCOMOTIVE. See Rartroap SupPLiEs. LODGES. See Masonic, Opp Frniows. MANUFACTURES, MINING, MECHANICAL, ETC. J. Laws Previous To THE CONSTITUTION or 1846.* 1. How companies for manufacturing certain arti- cles may be incorporated. (Laws of 1811, ch. 67.) 1B. L., p. 245, Sxotion 1. Be it enacted by the People of the State of New York, represented in Senate and Assembly, That at any time within five years. hereafter, any five or more * J insert these laws in full without any hesitation as being still in full force, never having been expressly repealed. I would do so without any comment, but Mr. Throop, in his edition of the Revised Statutes, seems to question their being in force, and as being impliedly repealed, but he in- serts them nevertheless. Mr. Throop infers that the general manufactur- ing act of 1848, as it is called, had the effect to repeal all prior laws relat- ing to the €ncorporation of manufacturing companies. It is true that the act of 1848 says that any kind of manufacturing may be carried on by 4 corporation organized under its provisions; but as it now stands, as amended in 1880, several special kinds of manufacturing are enumerated in the first section as being allowed to be carried on under its provisions. It is nevertheless to be regarded as a general law, and as such does not have the effect to repeal a special law relating to a particular kind of business. 424 MANUFACTURES, MINING, ETC. §1 persons who shall be desirous to form a company for the purpose of manufacturing woollen, cotton or linen goods, or for the purpose of making glass, or for the purpose of making from ore, bar-iron, anchors, mill-irons, steel, nail rods, hoop-iron and ironmongery, sheet copper, sheet lead, shot, white lead and red lead, may make, sign See matter of D. and H. Co., 69 N. Y. 209 ; McKenna vs. Edmonston, 91 N. Y. 231. If it is to be regarded as a special law it certainly does not repeal an- other special law without express mention, unless such special law relates to the same subject, and it is apparent that it is intended to supersede its provisions or is inconsistent with it. This is the extent of the ruling of the Court of Appeals in the cases of People vs. Brooklyn, 69 N. Y. 605, and of the Common Pleas in Heckman vs. Pinckney, 6 Abb N. ©. 371. Now it will be observed that these laws prior to 1846 relate to special kinds of manufactures, and the companies, etc., are organized in a different manner from those under the act of 1848. Under that act I will show hereafter how some of the special amendments relating to particular kinds of business were revived or continued to be in full force after the amendment of 1880 to the first section of that act of 1848. It is but proper for me to say that I differ from all who have ever written upon the subject in regard to the effect of this act of 1848 and the various amendments and additions to the first section of this act, as wellas the amendment of 1866, ch. 828, to the title of it. The many changes in the laws relating to the objects of the organization of the manufacturing laws are merely to supersede those of prior existence, and prevent any more organizations under them, but those already existing under them continue without being affected in any manner without express legislation. If the prior laws were repealed without any provision as to the mode of the disposition of the property, etc., great injustice and hardship would follow. But the history of legislation in New York State does not show an instance where a corporation, or a law under which it was organ- ized, being dissolved or annulled without some further special provisions relating to it. A law of that kind would not be inferred or allowed to have the effect of a repeal by implication. The extent that I go is that it may be necessary or by choice for the special kinds of business mentioned in those laws prior to 1848 to organize under them the same now as formerly, and as if the law of 1848 was not in existence, unless the particular kind of business is specially named in the law of 1848 or other laws passed since then. I also contend that where there are special laws for the formation of a special kind of business or manufacture, that corporations must be organized under them, although without them the terms of the manufacturing act of 1848 and the business act of 1875 would comprehend them.—Ep. See post, II. 425 § 2 MANUFACTURES, MINING, ETC. and acknowledge, before a justice of the supreme court, a judge of the court of common pleas, or a master in chancery, and file in the office of the secretary of this state, a certificate in writing, in which shall be stated the corporate name of the said company and the objects for which the company is formed, the amount of the capital stock of the said company, the number of shares of which the said stock shall consist, the number of trustees and their names who shall manage the concerns of the said company for the first year, and the names of the town and county in which the manufacturing operations of the said company are to be carried on. 2, Their corporate rights. § 2. And be it further enacted, That as soon as such certificate shall be filed as aforesaid, the persons who shall have signed and acknowledged the said certificate, and their successors, shall, for the term of twenty years next after the day of filing such certificate, be a body politic and corporate, in fact and in name, by the name stated in such certificate; and by that name they and their successors shall and may have succession, and shall be persons in law capable of suing and being sued, plead- ing and being impleaded, answering and being answered unto, defending and being defended, in all courts and places whatsoever, in all manner of actions, suits, com- plaints, matters and causes whatsoever; and they and their successors may have a common seal, and the same may make, alter and change at their pleasure ; and that they and their successors, by their corporate name, shall in law* be capable of buying, purchasing, holding and conveying any lands, tenements, hereditaments, goods, wares and merchandise whatever, necessary to enable the said company to carry on their manufacturing operations mentioned in such certificate. 426 MANUFACTURES, MINING, ETC. §4 3. Trustees to be annually elected. § 3. And be it further enacted, That the stock, property and concerns of such company shall be managed and conducted by trustees, who, except those for the first year, shall be elected at such time and place as shall be directed by the by-laws of the said company, and public notice shall be given of the time and place of hold- ing such election not less than ten days previous thereto, in the newspaper printed nearest to the place where the manufacturing operations of the said company shall or are to 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, and all elections shall be by ballot, and each stockholder shall be entitled to as many votes as: he owns shares of the stock of the said company, and the persons having the greatest number of votes shall be trustees ; and whenever any vacancy shall happen among the trustees by death, resignation, or removal out of the state, such vacancy shall be filled for the remainder of the year in such manner as shall be provided by the by-laws of the said company : Provided always, That the number of trustees shall not exceed nine, and that they shall respectively be stockholders in such company. 4, Company not dissolved by neglect to elect trustees on the day appointed by law. § 4. And be it further enacted, That in case it shall at any time happen that an election of trustees be not made on the day when by the by-laws of the said com- pany it ought to have been done the said company for that cause shall not be dissolved, but it shall and may be lawful on any other day to hold an election for trustees, in such manner as shall be directed by the by-laws of such. company. 427 §7 MANUFACTURES, MINING, ETC. 5. Capital stock not to exceed $100,000. Shares forfeited for non-payment of calls. 8 5. And be it further enacted, That the capital stock of such company shall not exceed one hundred thousand dollars ; and it shall be lawful for the trustees to call and demand from the stockholders respectively all such sums of money by them subscribed, at such time and in such proportions as they shall deem proper, under pain of forfeiting the shares of the said stockholders, and all previous payments made thereon, if such payments shall not be made within sixty days after a notice requir- ing such payment shall have been published in such newspaper as aforesaid. 6. Powers of the trustees. § 6. And be it further enacted, That the trustees of such company for the time being shall have power to make and prescribe such by-laws, rules and regulations as they shall deem proper respecting the management and disposition of the stock, property an1 estate of such company, the duties of the officers, artificers and servants by them to be employed, the election of trustves, and all such matters as appertain to the concerns of the said com- pany, to appoint such and so many officers, clerks and servants for carrying on the business of the said com- pany, and with such wages as to them shall seem reason- able: Provided, That such by-laws be not inconsistent with the constitution and laws of this state or of the United States. 7. Liability of stockholders. 8 7%. And be it further enacted, That the stock of - such company shall be deemed personal estate, and be transferable in such manner as shall be prescribed by the laws of the company ; and that for all debts which shall 428 MANUFACTURES, MINING, ETC. § 9 be due and owing by the company at the time of its dis- solution, the persons then composing such company shall be individually responsible to the extent of their respective shares of stock in the said company, and no further ; and that it shall not be lawful for such company to use their funds, or any part thereof, in any banking transaction, or in the purchase of any stock of any bank, or in the purchase of any public stock whatever, or for any other purposes than those specified in such instru- ment as aforesaid. 8. Evidence of the incorporation, § 8. And be it further enacted, That the copy of any certificate filed in pursuance of this act, and certified to be a true copy by the secretary of this state, or his deputy, shall, together with this act, be received in all courts and places as legal evidence of the incorporation of such company. 9, Companies to manufacture clay, etc. (Laws of 1815, ch. 47.) § 9. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That from and after the passing of this act, it shall and may be lawful for any five or more persons who shall be desirous of forming a company for the purpose of manu- facturing clay or earth, into wares or articles for any use whatsoever, to associate together and form such company according to the directions and restrictions mentioned in the act, entitled ‘‘ An act relative to incorporations for manufacturing purposes,’ passed March 22d, 1811; and such company when formed, and their successors, shall be a body politic and corporate, in fact and in name, with all the privileges, capacities and liabilities in the said act mentioned and contained. 429 § 11 MANUFACTURES, MINING, ETC. 10. Preservation of cotton, woollen and linen manu- factories from damage by fire. (Laws of 1815, ch. 202.) § 10. [Sec.1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That it shall and may be lawful for the president and directors of any company incorporated for the purpose of manufacturing cotton, woollen or linen yarns or cloths, and whose capital actually employed for such purpose shall exceed the sum of twenty-five thousand dollars, the number of persons actually employed in and about such manufactory shall not be less than fifty, to make, ordain and prescribe such by-laws and regulations within the limits of any parcel of land purchased by such company for that purpose, not exceeding twenty-five acres, as they may deem proper for the better preservation of property from fire within the limits of such parcel of land ; and it shall and may be lawful for such president and direct-_ ors, or a major part of them, to appoint, under the com- mon seal of the said corporation, a sufficient number of men, willing to accept, residing within such limits, and not exceeding the number of twenty to every fire engine now provided or hereafter to be provided for the use of such establishment, to have the care, management, work- ing and using the said engines, and the other toolsand . instruments now or hereafter to be provided for the ex- tinguishing of fires, which persons so to be appointed shall be called the firemen of such establishment; and while they respectively hold the said appointment shall be ex- empted from serving as jurors ; and the certificate of the direct6rs, or their authorized agent, under the seal of the said company, shall be evidence of the appointment of such fireman in all cases. 11, Certain articles to be exempt from distress and sale. §11. [Sec. 2.] And be it further enacted, That all arti- 430 r MANUFACTURES, MINING, ETC. § 13 cles of machinery, materials for manufacturing, or manu- factured articles belonging to any such company, shall be free from seizure by execution or distress, for any debts or claims for rents or services, in whose hands soever they may be, except such execution or claim be against such company. 12. Act continued. (Laws of 1816, ch. 58.) § 12. [Sec. 1.] Be i¢ enacted by the People of the State of New York, represented in Senate and Assembly, That the act entitled ‘‘ An act relative to incorporations for manufacturing purposes,’’ and the act entitled ‘‘ An act to amend an act relative to incorporations for manufact- uring purposes,’’ shall be and continue in force until the first day of May, in the year of our Lord one thousand eight hundred and seventeen, and no longer. 18, Pin manufactories may be established. § 18. [Sec. 2.] And be it further enacted, That from and after the passing of this act, and during the time in which the acts above mentioned shall continue in force, it shall and may be lawful, for any five or more persons, who shall be desirous of forming a company for the pur- pose of manufacturing pins, or for the purpose of manu- facturing beer, ale or porter, or for the purpose of ex- tracting lead from ore, to associate together, and form a company according to the directions and under the re- strictions mentioned in the act, entitled ‘‘ An act relative to incorporations for manufacturing purposes;” and such company, when so formed, and their successors, shall. be a body politic and corporate, in fact and in name, with all the privileges, capacities and liabilities, in the last aforesaid act mentioned and contained. , 431 L § 15 MANUFACTURES, MINING, ETC. 14, Companies to manufacture leather. (Laws of 1817, ch. 223.) § 14. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That from and after the passing of this act it shall and may be lawful for any five or more persons, who shall be desirous of forming a company for the purpose of manu- facturing morocco and other leather, to associate together and form such company, according to the directions and restrictions mentioned in the act, entitled ‘‘ An act rela- tive to incorporations for manufacturing purposes,” passed March 22d, 1811; and such company when formed, and their successors, shall be a body politic and corporate, in fact and in name, with all the privileges, capacities and liabilities in said act mentioned and con- tained: Provided nevertheless, That no company or companies who shall become a body corporate under this act, shall be allowed to locate their establishment in any other counties than Greene and Delaware: And also, That the capital stock of any such company shall not ex- ceed the sum of sixty thousand dollars: And provided Surther, That it shall be lawful for the legislature, at any time after two years, to dissolve any incorporations who may be formed under this act. 15, Act continued. (Laws of 1818, ch. 67.) § 15. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That the act, entitled ‘“‘ An act relative to incorporations for manufacturing purposes,’’ passed March 22d, in the year one thousand eight hundred and eleven, be and the same is hereby revived and continued in force for the term of five years from the passing of this act. 432 MANUFACTURES, MINING, ETC. § 18 16, Amendment, Oneida County. (Laws of 1819, ch. 102s) § 16. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That . it shall be lawful for any company who shall become a body corporate under the act entitled, ‘‘ An act to amend an act, entitled ‘An act relative to incorporations for manufacturing purposes,’’’ passed April 14th, 1817, to locate their establishment in the county of Oneida, any- thing in the proviso to said act to the contrary notwith- standing. 17, Act revived. (Laws of 1811, ch. 14.) $17. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That an act, entitled ‘‘ An act relative to incorporations for manufacturing purposes,’ passed on the twenty- second day of March, in the year of our Lord one thou- sand eight hundred and eleven, be hereby revived and continued in full force and operation, anything con- tained in any other law to the contrary notwithstanding. 18, Power of corporations to give mortgages. (Laws of 1822, ch. 213.) Whereas doubts exist whether the trustees of manu- facturing companies, incorporated under and pursuant to the act hereby amended, have the power to secure the _ payment of debts contracted by them, by mortgaging their real estate: Therefore, in order to remove such doubts, § 18. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That it shall be lawful for the trustees of any such company to secure the payment of any debt contracted or to be con- 28 433 § 19 MANUFACTURES, MINING, ETC. tracted by them in the business for which they were in- corporated, by mortgaging all or any part of the real estate of such company; and every mortgage of such trustees shall be as valid to all intents and purposes, as if executed by an individual owning the real estate: Pro- vided, That the written assent of the stockholders own- ing more than two thirds of the stock of the company shall first be given. II. Laws sINCE THE CONSTITUTION OF 1846.* 19. Purposes of corporation. Place of business. (Laws of 1848, ch. 40. Anact to authorize the formation of corporations for manufacturing, mining, mechanical, chemical, agricultural, horti- cultural, medical or curative, mercantile or commercial purposes.) Sxction 1. At any time hereafter any three or more persons who may desire to form a company for the pur- pose of carrying on any kind of manufacturing, mining, * The first title of this act was ‘‘ An act to authorize the formation of cor- porations for manufacturing, mining, mechanical or chemical purposes,” passed Feb. 17th, 1848, ch. 40. The title remained unchanged until ch. 799 of 1866,.when it was amended by inserting after the word chemical “ or other,” so that it would read, ‘‘ or chemical or other purposes.’ A few days after this, by ch. 838, the title was again amended to read as it now stands, (See ch. 838, laws of 1866, in full post.) When first enacted, section one was general in terms, and prescribed for the formation of a company for carrying on ‘‘ any kind of manufacturing, mining, mechanical or chemical business.’ The special kinds of business now enumerated in the section were inserted by amendments as follows : The business of printing and publishing books, pamphlets and newspapers. (Laws of 1857, ch. 262.) In 1882,by ch. 309, this was amended so as to extend’ to the selling of books, ete. (See laws of 1883, ch. 240, amending this law of 1857 and authorizing news companies.) The business of making butter, cheese, concentrated or condensed milk or other products of the dairy, or the business of erecting buildings for church sheds or laundry purposes, and the carrying on of laundry busi- ness. (Laws of 1872, ch. 426.) The business of slaughtering animals. (Laws of 1874, ch. 149.) The purpose of towing or propelling canal boats, vessels, rafts or floats 434 MECHANICAL, MINING, ETO. § 19 mechanical or chemical business, or the business of print- ing, publishing or selling books, pamphlets and news- papers, or the business of making butter, cheese, concen- trated or condensed milk, or any other products of the dairy, or the business of erecting buildings for church sheds or laundry purposes, and the carrying on of laun- dry business, or the business of slaughtering animals, or for the purpose of towing or propelling canal boats, ves- on the canals and navigable rivers of the state of New York, by animal or steam power, their operations not to be confined to the county in which their certificates shall be filed. (Laws of 1877, ch. 374.) The supply of hot water or hot air or steam for motive power, heating, cooking, or other useful applications in the streets and public and private buildings of any city, village or town in this state. (Laws of 1879, ch. 290.) By ch. 497, Laws of 1883, any company formed under this act for the pur- poses of using gas for fuel or light, are entitled to the benefits of the act of 1848, ch. 37, for the formation of gas-light companies, The following amendments, enacted previous tv 1880, were omitted by the amendment of 1880, ch. 240. The ‘business of building and keeping a hotel. (Laws of 1866, ch. 799. See laws of 1871, ch. 657, $1.) Quarrying stone (Laws of 1867, ch. 248), or building and maintaining museums, or for curative purposes. (Laws of 1866, ch. 799.) Elevating, warehousing, storing or milling. (Laws of 1869, ch. 605.) Preserving and dealing in meats. (Laws of 1871, ch. 657.) The business of erecting buildings for hotel purposes, or keeping a hotel, or either or both of such purposes. (Laws of 1871, ch. 657. See laws of 1874, ch. 148, relating to this subject.) All these were omitted from section one, in 1874, ch. 149; 1877, ch. 374, and 1879, ch. 290. The towing or propelling of canal boats, vessels, rafts or floats on the canals and navigable rivers of the state of New York by gnimal or steam power (Laws of 1877, ch. 374) were omitted in 1879, ch. 290, but included in the act of 1880, ch. 241, with a restorative clause for those formed in the interval. The various laws enacted from time to time extending the provisions of this chapter for other. purposes than those specified in section oné will be found under the subject of it. How far the amendments to this chapter and the laws specially applicable to corporations formed under it will affect or change those special laws enacted prior thereto should be considered. (See Loomis vs. Bowers, 22 Howard, p. 361.) The amendments, excepting to section one, are all inserted in chronological order at the end of this title. 435 § 20 MECHANICAL, MINING, ETC. sels, rafts or floats on the canals and navigable rivers of the state of New York, by animal or steam power, their operations not to be confined to the county in which their certificates shall be filed, or the supplying of hot water or hot air or steam for motive power, heating, cooking or other useful applications in the streets and public and private buildings of any city, village or town in this state, 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 said company, the time 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 com- pany for the first year, and the name of the town and county in which the operations of the said company are to be carried on. [Thus amended by Laws of 1880, ch, 241, and 1882, ch. 309.]* 20. When to become bodies corporate. § 2. When the certificate shall have been filed as aforesaid, the persons who shall have signed and ac- knowledged 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 * See laws relating to place of business. Laws of 1853, ch. 333 ; 1857, ch. 29, §3; 1861, ch. 170, § 2; 1864, ch. 517. As to term of existence, see laws of 1857, ch. 29, §2; 1867, ch. 12, post. 436 MECHANICAL, MINING, ETC. § 22 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.* 21. Trustees to be elected. § 3. The stock, property and concerns of such com- pany shall be managed by not less than three nor more than nine trustees, who shall respectively be stockhold- ers in such company and citizens of the United States, and a majority of 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 by-laws 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 stock- holder shall be entitled to as many votes as he owns shares of stock in the suid 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.t 22, Election may be held on any day. § 4. In case it shall happen at any time, that an elec- * As to right to mortgage property, see post,laws of 1864, ch, 517 § 2 ; 1869, ch. 706, § 1; 1871, ch. 481, § 2; 1875, ch. 88, §1; 1878, ch. 163, §1. + As to number of trustees and their powers and qualifications, see laws of 1860, ch. 269, §§ land 2 ; 1867, ch. 248, § 2 ; 1878, ch. 316, § 2 ; 1883, ch. 232. 437 § 25 MECHANICAL, MINING, ETC. tion 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 dis- solved, but it shall be lawful on any other day, to hold an election for trustees, in such manner as shall be pro- vided 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. 23. Officers. § 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 security for the faithful per- formance of the duties of their office as the company by its by-laws may require. 24, 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 instalments as the trustees shall deem proper, 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 stockhold- ers 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 company shall be carried on as aforesaid. . . 25, To make by-laws. . § 7. The trustees of such company shall have power to make such prudential by-laws as they shall deem 438 f MECHANICAL, MINING, ETC. § 28 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 of business within the objects and purposes of such company. 26. Stock transferable. § 8. The stock of such company shall be deemed per- sonal 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 ce of any stock in any other corporation. * 27, Copy of certificate 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 bea 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. 28, Liability of stockholders. § 10. All the stockholders of every company incor- porated 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 capi- ** Ag to the holders of stock, and how it may be used and issued, see laws of 1853, ch. 333 ; 1866, ch. 838, § 3; 1876, ch. 358, § 3. 439 § 30 MECHANICAL, MINING, ETO. tal 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. 29, Certificate of the payment of stock to be filed. § 11. The president and a majority of the trustees, within thirty days after the payment of the last instal- ment 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. 30. 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 busi- ness 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 440 MECHANICAL, MINING, ETC. § 33 jointly and severally liable for all the debts of the com- pany, then existing, and for all that shall be contracted before such report shall be made.* 31, Provision relative to dividends. Proviso. § 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 in- solvent, or which would diminish the amount of its capi- tal 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 respec- tively continue in office: Provided, That if any of the trustees shall object to the declaring of such dividend or to the payment 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 com- pany and with the clerk of the county, they shall be ex- empt from the said liability. 32. Stock to be paid in cash. § 14. Nothing but money shall be considered as pay- ment of any part of the capital stock, and no loan of money shall be made by any such company to any stock- holder 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.t 33, Provision respecting false certificate or report. § 15. If any certificate or report made, or public * As to annual report, etc., see laws of 1871, ch. 657, §3 ; 1875, ch. 510. + Stock may be issued to purchase property for business. See laws of 1853, ch. 333. 441 § 36 MECHANICAL, MINING, ETC. notice given, by the officers of any such company, in pur- suance of the provisions of this act, shall be false in any material representation, all 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 con- tracted while they are stockholders or officers thereof. 34. Provision respecting stock held by executors, etc. § 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 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. 35. Executors, etc., to vote at meetings. § 17. 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. 36. Liability of stockholders. § 18. The stockholders of any company organized under the provisions of this act, shall be jointly and A42 MANUFACTURES, MINING, ETC. § 38 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. 37, This act may be altered or repealed. § 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. 38. Companies may increase or diminish stock. § 20. Any corporation or company heretofore formed, either by special act or under the general law, and now existing 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, mining, mechanical or chemical business, subject to the provi- sions and liabilities of this act. But before any corpora- tion shall be entitled to diminish the amount of its capi- tal 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 dimin- ished 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 follow- ing provisions, and thereupon such company, its officers 443 § 40 MANUFACTURES, MINING, ETC. and stockholders, shall be subject to all the restrictions, duties and liabilities of this act.* 39. Notice there 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 in- creasing 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 ex- tension or change of its business as aforesaid, or to en- able a company to avail itself of the provisions of this act. 40. Meetings, how to be organized and conducted. § 22. If at any time and place specified in the notice provided for in the preceding section of this act, stock- holdérs 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 * May increase or diminish shares of stock. Laws of 1866, ch. 73. May increase or diminish capital stock, ‘Laws of 1866, ch. 838, § 3 ; 1872, ch. 611; 1876, ch. 358 ; 1878, ch. 264, 444. MANUFACTURES, MINING, ETC. § 42 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 canvass- ing the votes it shall appear that a sufficient number of votes has been given in favor of increasing or diminish- ing 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 busi- ness to which it is extended or changed, the whole amount of debts and liabilities of the company, and the amount to which 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 cor- poration 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 lia- bilities of this act, as the case may be. 41, Indebtedness of companies. § 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 per- sonally and individually liable for such excess to the creditors of such company. 42, Liability of stockholders. § 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 445 § 43 MANUFACTURES, MINING, ETC. 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 any 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 bea stockholder in such company, nor until an execution against the company shall have been returned unsatisfied in whole or in part. 43. Book containing the names of stockholders to be kept with amount of stock. § 25. It shail be the duty of the trustees of every such corporation or company, 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, have been stockholders of such company, and showing their places of residence, the number of shares of stock held by them respectively, and the 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 com- pany, 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 repre- sentative, 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 com- pany, according to the provisions of this act, until it shall have been entered therein as required by this sec- tion, by an entry showing to and from whom transferred. Such book shall be presumptive evidence of the facts 446 MANUFACTURES, MINING, ETC. § 45 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 dol- lars for every day it shall so neglect, to be sued for and recovered in the name of the people, by the district at- torney of the county in which the business of such cor- poration shall be located ; and when so recovered, the amount shall be paid into the treasury of such county for the use thereof. 44, 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 Stat- utes.* [$ 27 added 1854, ch. 201, and 1862, ch. 472. See post 47.] 45. Place of Business. (Laws of 1853, ch. 333—An act to amend an act to authorize the formation of corporations for manufacturing, mining, mechanical and chemical pur- poses, passed February seventeenth, eighteen hundred and forty-eight.) Srction 1. Any certificate hereafter filed, under the provisions of the above entitled act, may designate one * Laws of 1861, ch. 170 , 1880, ch. 254. 447 § 47 MANUFACTURES, MINING, ETC. or more places where the company may carry on their business. 46. Company may purchase mines, manufacto- ries, etc., and issue stock. § 2. 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 lia- ble 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 re- spect according to the fact. 47. Statement of affairs. (Laws of 1854, ch, 201.) § 27. Whenever any person or persons, owning fifteen per cent of the capital stock of any company formed under the provisions of this act, shall present a written request to the treasurer thereof that they desire a state- ment of the affairs of such company, it shall be the duty of such treasurer to makea 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 persons 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 treas- urer, however, shall not be required to deliver such 448 MANUFACTURES, MINING, ETO. § 49 statement in the manner aforesaid, oftener than once in 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 re- quest 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 recov- ered in any court having cognizance thereof. 48. Salt companies, when to pay in stock. (Laws of 1857, ch. 29.) Section 1. No incorporated company organized or hereafter to be organized for the manufacture of salt, under the ‘‘ Act to authorize the formation of corpora- tions for manufacturing, mining, mechanical or chemical purposes,’’ passed February seventeenth, eighteen hun- dred and forty-eight, shall be deemed dissolved, or shall be dissolved, on account of the capital stock: of such’ company not being paid in, the one half within one year, and the other half within two years from the incor- poration of such company, provided that such stock shall be paid in within four years from the organization of such company. 49, Extension of existence. § 2. Whenever any company formed under said 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 vote of the stockholders, representing a majority of the stock, and upon meeting 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 exist- ence to a period not longer than it could have originally 29 449 § 52 MANUFACTURES, MINING, ETC, fixed the same, and shall thereupon possess all the powers and privileges, and be subject to all the liabilities mentioned in the said act during such extension of its existence. 50. Principal place of business. _ § 8. If any company shall be formed 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 com- pany are to be carried on, and its principal place of busi- ness within the meaning of the provisions of this act. 51, Number of trustees. (Laws of 1860, ch. 269.) SeEcTION 1. The act entitled, etc., is hereby amended so as to allow corporations to be hereafter 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. 52. Trustees, number of, how increased or re- duced. : § 2. The number of trustees in any corporation hereto- fore organized under the 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 addi- tional trustees, which certificate shall be acknowledged or proved by a subscribing witness, and shall be filed in 450 MANUFACTURES, MINING, ETC. § 54 the office of the secretary of state, and in the clerk's office of the county where the original certificate of incorpora- tion was filed ; and from and after the filing of such cer- tificate 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 such corporation.* 53. Powers and Liabilities. (Laws of 1861, ch. 170.) SECTION 1. Section twenty-six of the act entitled ‘‘ An act to authorize the formation of corporations for manu- facturing, mining, mechanical or chemical purposes,”’ passed February seventeenth, eighteen hundred and forty-eight, is hereby amended so as to read as follows: ‘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, chapter eighteen, of the first part of the Revised Statutes, and the provision of section six, article first, title two, chapter thirteen, of the first part of the Revised Statutes, shall apply to every such corporation.t 54, Place of Taxation. § 2. No company organized under the provisions of said act to authorize the formation of corporations for 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, * As to reduction of number of trustees, see Laws of 1881, ch. 599, ante, Part I., 53. + The effect of this amendment is to make the capital stock subject to taxation as provided in said §6. See Part I., post 277. 451 § 55 MANUFACTURES, MINING, ETC. 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 company 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 major- ity of the trustees of said company are then actually resi- dents 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 opera- tions of said company are carried on, and the other in the clerk’s office 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 succeed- ing the first day of June next, after the filing of such cer- tificates the personal estate of such company shall ‘be assessed only in the town or ward named in said certifi- cates, as that in which such financial office is located. 55. Statement of affairs of company on request. (Laws of 1862, ch. 472, amending Laws of 1854, ch. 201.) ; Section 1. 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 ac- count of all its assets and liabilities, in minute detail, and to deliver such statement to the person who presented the 452 MANUFACTURES, MINING, ETC. 8 57 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 there- after, 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 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. 56. Statement at Election. §2. Should not any such written statement, as is required by section one of this act [§ 27], 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. 57. Place of business may be changed. (Laws of 1864, ch. 517.) Srotron 1. Any company formed under the act enti- tled ‘‘ An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical pur- poses,’’ passed February seventeenth, eighteen hundred and forty-eight, may change its place or places of busi- ness by a vote of the stockholders, representing two thirds of the stock, at any meeting of the stockholders 453 § 58 MANUFACTURES, MINING, ETC. 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 com- pany 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 opera- tions 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 county where such prop- erty may be, or in which its business may be done to the extent of its property in any such county. 58. Mortgaging of real or personal estate, to se- cure debts; validity of mortgage; assent of two thirds of capital requisite. § 2. Any corporation formed under the said act, passed February seventeenth, eighteen hundred and forty-eight, 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 or personal 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 or personal estate, provided, that the written assent of the stockholders, owning at least two thirds of the capital stock of such corporation shall first be filed in the office of the clerk of the county where the mort- gaged property is situated. [Zhus amended by Laws of 1871, ch. 481.]* * Before this amendment of 1871 only real property could be mortgaged. See Laws of 1878, ch. 163, 454 MANUFACTURES, MINING, ETC. § 61 59. Number of shares may be increased. (Laws of 1866, ch. 73.) SrctTron 1. Any company formed under the act enti- tled ‘‘ An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical pur- poses,”’ 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. 60. Increase, how made. § 2. Such increase shall be made by a vote of the stock- holders 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. 61. Certificate to stockholder. § 8. Each stockholder 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 surrender- ing the certificates for said shares so held by him to be cancelled ; provided that such increase shall not so divide the shares as to give the fractional part of a share to any stockholder. 455 § 64 MANUFACTURES, MINING, ETC. 62. Purposes of corporation. (Laws of 1866, ch. 838.) Srotion 1. The title of the act entitled ‘‘ An act to authorize the formation of corporations for manufactur- ing, mining, mechanical or chemical purposes,”’ passed February seventeenth, eighteen hundred and forty-eight, is hereby amended so as to read as follows: ‘ An act to authorize the formation of corporations for manufactur- ing, mining, mechanical, chemical, agricultural, horticult- ural, medical or curative, mercantile or commercial pur- poses.’’ 63. What certificate shall state. §2. At any time hereafter, any three or more persons may form a corporation for the purpose of carrying on any kind of manufacturing, mining, mechanical, chemi- cal, agricultural, horticultural, medical or curative busi- ness, 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 corpo- rate 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 num- ber 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 opgrations of said company shall be carried on. 64, May hold stock in certain corporations. § 3. It shall be lawful for any manufacturing company heretofore or hereafter organized under the provisions of this act or the act hereby amended, to hold stock in the 456 MANUFACTURES, MINING, ETC. § 66 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 furnish or transport such materials for the use of such company, and for two years thereafter and no longer; and the trustees of such com- pany shall have the same power with respect to the pur- chase of such stock and issuing stock therefor as are now given by law with respect to the purchase of mines, manu- factories 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. 65, Officer in two companies. § 4. 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. 66. Extension of corporate existence. (Laws of 1867, ch. 12.) Whenever any company formed under said 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 represent- ing 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 or trustees, 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 cor- 457 § 68 MANUFACTURES, MINING, ETC. porate existence from time to time, to a period not longer in the aggregate 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; as amended by Laws of 1867, ch. 12, §1.] 67. Number of trustees, how increased. (Laws of 1860, ch. 269, $2; as amended by Laws of 1867, ch. 248, § 2.) The number of trustees in any corporation organized before or since the eleventh day of April, eighteen hun- dred and sixty, or which shall hereafter be organized under the said act, may be increased to not more than thirteen, as follows: The existing trustees of any such corporation, or a majority of them, shall make and sign a certificate declaring how many trustees the corporation shall have in the future management of its business, and stating the names of the new or additional trustees, which certificate shall be acknowledged by the trustees signing the same, or proved by a subscribing witness, and shall be filed in the office of the clerk of the county where the orig- inal certificate of incorporation was filed ; and a duplicate or transcript thereof, duly certified, cinder the official seal of such clerk, filed in the office of the secretary of state ; .and from and after the filing of such certificate and dupli- cate, or transcript, the trustees of such corporation shall be deemed increased to the number therein stated, and the persons so named therein shall be trustees until a new electign of trustees shall be had, according to the said act, and the by-laws or regulations of such corporation. 68. Corporations may consolidate. (Laws of 1867, ch. 960—An act to authorize the consolidation of corporations organized under the act entitled ‘“‘ An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical pur- 458 MANUFACTURES, MINING, ETC. § 68 poses,’’ passed February seventeenth, eighteen hundred and forty-eight, or any of the acts amending or extending the same,as amended Laws of 1877, ch. 374. SecTIon 1. Any two or more corporations organized under 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, or any of the acts amending or extending the same, whenever the objects for which such companies had been respectively organized were the same or of a similar nature, are hereby author- ized to consolidate such companies into a single corpora- tion in manner following: The trustees of any two or more of such corporations may enter into and make an agreement, under their respective corporate seals, for the consolidation of the said corporations, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number of trustees thereof (not less than three nor more than thirteen), the names of the trustees who shall man- age the concerns of the new company for the first year and until others shall be elected in their places, the name of the town or towns, county or counties, in which the operations of the new company are to be carried on ; and if such companies proposed to be consolidated, or either of them, shall have been organized for the purpose of carrying on any part of their or its business in any place out of this state, and the said new company shall propose to carry on any part of its business out of this state, the said agreement shall so state, and it shall also state the name of the town or city and county in which the princi- pal part of the business of said new company within this state is to be transacted ; the amount of capital and num- ber of shares of the stock into which the same is to be divided (which capital shall not be larger in amount than the aggregate amount of capital of the several com- 459 § 69 MANUFACTURES, MINING, ETC. panies thus to be consolidated, and shall not be increased except in accordance with the provisions of the said first mentioned act, passed February seventeenth, eighteen hundred and forty-eight); the manner of converting the shares of capital stock in each of said corporations into the shares of such new corporation, with such other par- ‘ticulars as they may deem necessary, not inconsistent with the provisions of the said act entitled ‘“‘ An act to authorize the formation of corporations for manufactur- ing, mining, mechanical or chemical purposes,’’ passed February seventeenth, eighteen hundred and forty-eight, and the acts amending or extending the same. 69, Agreement to be submitted to stockholders; stockholder objecting to consolidation can receive payment for his stock. § 2. Such agreement of the directors shall not be deemed to be the agreement of the said corporation so pro- posing to consolidate, until after it has been submitted to the stockholders of each of said corporations respectively, separately, at a meeting thereof to be called upon a notice of at least thirty days, specifying the time and place of such meeting and the object thereof, to be addressed to each of such stockholders, when their place of residence is known to the secretary, and deposited in the post-office, and published for at least three successive weeks in the state paper, and in one of the newspapers published in each of the counties in which either of the said corpora- tions shall have its place of business, and has been sanc- tioned and approved by such stockholders, by the vote of at feast two thirds in amount of the stockholders pres- ent at such meetings respectively, voting by ballot in regard to such agreement, either in person or by proxy, each share of such capital stock being entitled to one vote ; and when such agreement of the directors has been sanctioned and approved by each of the meetings of the re- 460 i) MANUFACTURES, MINING, ETC. § 69 spective stockholders separately, after being submitted to such meetings in the manner above mentioned, then such agreement of the directors shall be deemed to be the agree- ment of the said several corporations ; and a sworn copy of the proceedings of such meetings, made by the secre- taries thereof respectively, and attached to the said agree- ment, shall be evidence of the holding and of the action of such meetings in the premises. If any stockholder shall, at said meeting of stockholders or within twenty days thereafter, object to the said consolidation and demand payment for his stock, such stockholder or said new company may, if said consolidation take effect at any time thereafter, apply to the supreme court, at any special term thereof held in any county in which the said new corporation may have its place of business, for the appointment of three persons to appraise the value of said stock, and shall designate the time and place of meeting of such appraisers, and give such directions in regard to the proceedings on said appraisement as shall be deemed proper, and shall also direct the manner in which pay- ment for such stock shall be made to such stockholder. The court may fill any vacancy in the board of appraisers occurring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn hon- estly and faithfully to discharge their duties, shall esti- mate and certify the value of such stock, at the time of such dissent as aforesaid, and deliver one copy of their appraisal to the said company and another to the said stockholder, if demanded ; the charges and expenses of the appraisers shall be paid by the newcompany. When the corporation shall have paid the amount of the ap- praisal, as directed by the court, such stockholder shall cease to have any interest in the said stock and in the corporate property of the said corporation, and the said stock may be held or disposed of by the said corporation. 461 val MANUFACTURES, MINING, ETC. > > 70. Duplicates of agreement to be filed with county clerk and the secretary of state. § 3. Upon the making, sanctioning and approving of the said agreement, in the preceding sections mentioned, in the manner therein required, and the filing of the dupli- cates or counterparts thereof, and of the verified written assent of stockholders mentioned in the preceding section, in the office of the clerk of the county where the operations of said new corporation are to be carried on, and in the office of the secretary of state, then and immediately thereafter the said corporations agreed to be consolidated shall be merged in the new corporation provided for in the said agreement, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein, only such new corporation shall not have any larger powers than are granted by the said act mentioned in the first section hereof, and the acts amending and extending the same, nor be exempt from the performance of any duty which the said several corporations may be liable to perform. 71, Powers of company. § 4. Such new company shall possess the general powers and be subject to the general liabilities and re- strictions expressed in the third title of the eighteenth chapter of the first part of the Revised Statutes, and to all the liabilities and restrictions to which either of the companies from which it has been formed was subject. It shall also have the general’ powers and privileges, and be subfect to the general liabilities, restrictions, duties and provisions expressed and contained in the said act enti- tled ‘‘ An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical pur- poses,” passed February seventeenth, eighteen hundred and forty-eight, and the acts amending or extending the 462 MANUFACTURES, MINING, ETC. § 73 same, so far as the same may be applicable to a corpora- tion organized for the purposes expressed in the said agreement for consolidation, and for which said new com- pany shall have been organized. 72, Rights, franchises, ote., to belong to the new corporation. §5. Upon the consolidation of said corporations and the organization of said new company, as hereinbefore prescribed, all and singular the rights, franchises and interests of the said several corporations so consolidated in and to every species of property, real, personal, and mixed, and things in action thereunto belonging, shall be deemed to be transferred to and vested in such new corporation, without any other deed or transfer; and such new corporation shall hold and enjoy the same, and all rights of property franchises, and interests, in the same manner and to the same extent as if the said several corporations so consolidated should have continued to retain the title and transact the business of such corpora. tions, and the title and real estate acquired by either of the said corporations shall not be deemed to revert or be impaired by means of such act of consolidation or any- thing relating thereto. 73. Rights of creditors not to be impaired by the consolidation. § 6. The rights of creditors of any corporations that shall be so consolidated shall not in any manner be im- paired by any act of consolidation, nor shall any liability or obligation for the payment of any money now due or hereafter to become due to any person or persons, or any claim or demand in any manner or for any cause existing against any such corporation or against any stockholder thereof, be in any manner released or impaired, but such new corporation is declared to succeed to such obligations 463 § 75 MANUFACTURES, MINING, ETC. and liabilities, and to be held liable to pay and discharge all such debts, and liabilities of each of the corporations that shall be so 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 stock- ' holders of the respective corporations so entering into such consolidation shall continue subject to all the Habili- ties, claims and demands existing against them as such’ at or before such consolidation ; and no suit, action or other proceeding then pending before any court or tribu- nal in which any corporation that may be so consolidated is a party, or in which any such stockholder is a party, shall be deemed to have abated or discontinued by reason of any such consolidation, but the same may be prose- cuted to final judgment in the same manner as if the said corporations had not entered into the said agreement of consolidation, or the said new corporation may be substi- tuted as a party in the place of any corporation so con-. solidated as aforesaid with any other corporation or cor- porations and forming such new corporation, by order of the court in which such action, suit or proceeding may ~ be pending. 74, Consolidated companies, § 7. No companies consolidated under this act shall be permitted to prosecute or carry on more than one kind of business authorized by the said act passed February seventeenth, eighteen hundred and forty-eight. 75, Assent to mortgage, how evidenced. (Laws of 1869, ch. 706—An act with reference to mortgages by corpora- tions organized under the act entitled ‘‘ An act to authorize the forma- tion of corporations for manufacturing, mining, mechanical or chemi- cal purposes,’’ passed February seventeenth, eighteen hundred and forty-eight, and the acts amending or extending the same.) Section 1. In all cases where a corporation shall have 464 MANUFACTURES, MINING, ETC. SUT heretofore made or shall hereafter make a mortgage on any of its real estate situated beyond the limits of this state, and the recording officer of the county in which such real estate is situated shall have refused, or shall refuse, to file or record the assent as now required by law, it is hereby declared to be and to have been a suffi- cient filing of the assent of the stockholders, if such assent shall have been or hereafter be filed in the office of © the clerk of the county where the company has its prin- cipal place of business within this state. 76. Company may mortgage property to pay debts. (Laws of 1871, ch. 481, amending ch. 517, § 2, Laws of 1864.) §2. Any corporation formed under the said act passed February seventeenth, eighteen hundred and forty-eight, 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 or personal 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 or personal estate: Provided, that the written assent of the stockholders owning at least two thirds 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; as amended by Laws of 1871, ch. 481, § 2.] 77, Annual report to be made and published. In- dividual liability of trustees for debts of company. (Laws of 1871, ch. 657.) § 3. 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 30 465 § 78 MANUFACTURES, MINING, ETC. 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 busi- ness 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. 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 forall the debts of the company then existing, and for all that shall be contracted before such report shall be made. But, whenever, under this section, a judgment shall be recovered against a trustee severally, all the trustees of the company shall contribute a rat- able share of the amount paid by such trustee on such judgment, and such trustee shall have a right of action against his co-trustees, jointly or severally, to recover from them their proportion of the amount so paid on such judgment. [Laws of 1871, ch. 657, §3.] 78, Liability of stockholders, (Laws of 1874, ch. 149.) § 2. The stockholders of any corporation hereafter formed under the act hereby amended, or any act amendatory thereof or supplementary thereto, or extend- ing the operation and effect thereof, shall, in addition to the liabilities provided for in said acts, be individually responsible, equally and ratably, in an amount to the extent of their respective shares of stock in such corpora- tion. The term stockholder, as used in this section, shall apply not only to such persons as appear by the books of the corporation or association to be such, but also to every equitable owner of stock, although the same may 466 MANUFACTURES, MINING, ETC. § 79 appear on such books in the name of another person ; and also tu every person who shall have advanced the instal- ments or purchase-money of any stock in the name of any person under twenty-one years of age, and while such person remains a minor, to the extent of such advance ; and also to every guardian or other trustee who shall voluntarily invest any trust funds in such stock ; and no trust funds in the hands of such guardian or trustee shall be in any way liable under the provisions of this act and the acts aforesaid, by reason of any such in- vestment, nor shall the person for whose benefit any.such investment may be made be responsible in respect. to such stock until thirty days after the time when such persons, respectively, become competent and able to control and dispose of the same; but the guardian or other trustee making such investment as aforesaid shall continue re- sponsible as a stockholder until such responsibility de- volves upon the person beneficially interested therein ; and in respect to stock held by a guardian or other trustee under a transfer of the same by a third person, or under positive directions by a third person for such investment, the person making such transfer or giving such direc- tions, and his executors and administrators shall, for the purposes of this act and the acts aforesaid, be deemed a stockholder, and the estate of such person, if he be de- ceased, shall be responsible for the debts and liabilities chargeable on such stock, according to the provisions of this act.* 79. Filing consent of stockholders nunc pro tune. (Laws of 1875, ch. 88—An act in relation to mortgages made by manufact- uring companies.) Srcrion 1. In all cases where a corporation has here- tofore executed a mortgage upon any of its real estate, and the written consent of persons owning two thirds or * This section was repealed by ch. 363, Laws of 1876. 467 § 80 MANUFACTURES, MINING, ETC. more of the capital stock of such corporation shall have been given to the mortgaging of such real estate, at or before the time of the giving of such mortgage, but from accident or mistake the said consent has not been filed in the office of the clerk of the county in which such real estate is situated, as required by law, it shall be lawful for the clerk of such county to receive and file in his office the written consent so given, accompanied by the affidavit of any officer or stockholder of such corporation showing that such consent was in fact made and signed at the time the same purports to have been made and signed, and that the signatures thereto are genuine ; and in such case, on filing such consent and affidavit, the said mort- gage shall have the like validity and effect from and as of the time of filing of such consent and affidavit as if the same had been given at that time, and had been accom- panied or preceded by the filing of such consent ; pro- vided, that nothing herein contained shall affect any action or legal proceeding now pending, or impair any intermediate right acquired by lien or otherwise in or to the property of the corporation affected by such mort- gage. 80. Report. Liability of trustees, (Laws of 1875, ch. 510.) SrEcTion 1. Every such company shall within twenty days from the tirst day of January, if a year from the time of the filing of the certificate of incorporation shall then have ex- pired, and, if so long a time shall not have expired, then withip twenty days from the first day of January in each year after the expiration of a year from the time of filing - such certificate, 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 the company is carried on, 468 MANUFACTURES, MINING, ETC. § 81: which shall state the amount of capital, and of the proportion actually paid in, and the amount of its exist- ing 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 ; but whenever under this section a judgment shall be re- covered against a trustee severally, all the trustees of the company shall contribute a ratable share of the amount paid by such trustee on such judgment, and such trustee shall have aright of action against his co-trustees, jointly or severally, to recover from them their proportion of the amount so paid on such judgment ; provided, that noth- ing in this act contained shall effect* any action now. pending. 81. May hold stock in other corporations. In- crease of capital. (Laws of 1876, ch. 358.) Section 1. It shall be lawful for any company hereto- fore or hereafter organized under the provisions of this act or the act hereby amended, 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 furnish or transport such materials for the use of such company, and for two years thereafter and no longer ; and also to hold stock in the capital of any corporation which shall use or manufacture materials mined or produced by such company ; and the * So in the original. 469 § 82 MANUFACTURES, MINING, ETO. 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 the law with respect to the purchase of mines, manufactories and other property necessary to the business of manufacturing, mining and other 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. 82. May consolidate with other companies. (Laws of 1877, ch. 374.) § 2. Section one of chapter nine hundred and sixty of the laws of eighteen hundred and sixty-seven, entitled ** An act to authorize the consolidation of corporations organized under 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, or any of the facts amending or extending the same,” is hereby amended so as to read as follows : §1. Any two or more corporations organized under 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, or any of the facts amending or extending the same, whenever the objects for which such companies had been respectively organized were the same or of a similar nature, are hereby author- ized to Consolidate such companies into a single corpora- tion in manner following: The trustees of any two or more of such corporations may enter into and make an agreement, under their respective corporate seals, for the consolidation of the said corporations, prescribing the terms and conditions thereof, the mode of carrying the 470 MANUFACTURES, MINING, ETC. § 82 same into effect, the name of the new corporation, the number of trustees thereof (not less than three nor more than thirteen), the names of the trustées who shall manage the concerns of the new company for the first year and until others shall be elected in their places, the name of the town or towns, county or counties, in which the oper- ations of the new company are to be carried on; and if such companies proposed to be consolidated, or either of them, shall have been organized for the purpose of carry- ing on any part of their or its business in any place out of this state, and the said new. company shall propose to carry on any part of its business out of this state, the said agreement shall so state, and it shall also state the name of the town or city and county in which the principal part of the business of said new company within this state is to be transacted ; the amount of capital and number of shares of the stock into which the same is to be divided (which capital shall not be larger in amount than the aggregate amount of capital of the several companies thus to be consolidated, and shall not be in- creased except in accordance with the provisions of the said first mentioned act, passed February seventeenth, eighteen hundred and forty-eight); the manner of con- verting the shares of capital stock in each of said corpora- tions into the shares of such new corporation, with such other particulars as they may deem necessary, not in- consistent with the provisions of the said act entitled An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical pur- poses,’’ passed February seventeenth, eighteen hundred and forty-eight, and the acts amending or extending the same. * * Before this amendment the law only applied to corporations organized before its passage. 471 § 84 MANUFACTURES, MINING, ETC. 83. May mortgage personal property and fran- chises, (Laws of 1878, ch. 163.) Section 1. Any company formed under the act enti- tled ‘‘ An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical pur- poses,’’ passed February seventeenth, eighteen hundred and forty-eight, or of the acts amending or extending said act, may secure the payment of any debt heretofore contracted, or which may be contracted by it, in the busi- ness for which it was incorporated, by mortgaging all or any part of the goods and chattels of such corporation, and also the franchises, privileges, rights and liberties thereof, provided that the written assent of a majority of the stockholders, owing (sic) at least two thirds of the capital stock of such corporation, shall first be filed in the office of the clerk of the county where the corporation has its principal place of business, and also in the office of the clerk of the county where such goods and chattels are situated. 84. Number of trustees; how increased or re- duced. (Laws of 1878, ch. 316.) The number of trustees in any corporation, organized before or since the eleventh day of April, eighteen hun- dred and sixty, or which shall hereafter be organized under the said act, may be increased to not more than thirteen, or may be reduced to not less than three, as follows: The existing trustees of any such corporation, or a nfajority of them, shall make and sign a certificate, declaring how many trustees the corporation shall have in the future management of its business, and, in case the number of trustees be increased, stating the names of the new or additional trustees, and in case the number of trustees be reduced, stating the number to which the 472 MANUFACTURES, MINING, ETC. § 84 trustees shall be reduced ; which certificate shall be ac- knowledged by the trustees signing the same, or proved by a subscribing witness, and shall be filed in the office of the clerk of the county where the original certificate of incorporation was filed, and a duplicate or transcript thereof, duly certified under the official seal of such clerk, filed in the office of the secretary of state ; and in the case of an increase of the number of trustees, from and after the filing of such certificate and duplicate or transcript, the trustees of such corporation shall be deemed increased to the number therein stated, and the persons so named in such certificate shall be trustees until a new election of trustees shall be had, according to the said act, and the by-laws or regulations of such corporation. And in the case of the reducing of the number of trustees, the number stated in such certificate as the number of trustees which shall manage the busi- ness of such corporation, shall be deemed the number of trustees of such corporation to be elected, according to said act, and the by-laws and regulations of such corpora- tion, at the next election and thereafter, after the filing of such certificate and duplicate or transcript ; and in case a vacancy or vacancies shall occur in the board of trustees of such corporation, by resignation or other- wise, after the filing of such certificate and duplicate or transcript reducing the number of trustees, before the next election of trustees after such filing, no election shall be had in the mean time to fill such vacancy or vacancies while the number of trustees remaining shall equal or exceed the number to which the trustees are reduced in such certificate. [Zaws of 1860, ch. 269, §2; amended by Laws of 1867, ch. 248, § 2; as amended by Laws of 1878, ch. 316, § 1.] 473 § 85 MANUFACTURES, MINING, ETC. 85. Hot water, hot air, or steam-supplying com- panies. (Laws of 1879, ch, 317.) ~ Sxction 1. The municipal authorities of the cities, towns and villages of the state of New York, are hereby authorized and empowered to carry out the provisions of this act. § 2. Any corporation or association formed or organized under the act entitled ‘“‘ An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes,’’ passed February seventeenth, eigh- teen hundred and forty-eight, or under any of the amend- ments to said act, or under the ‘‘ act to provide for the organization and regulation of certain business corpora- tions,’? passed June twenty-first, eighteen hundred and . seventy-five, shall have full power to manufacture, fur- nish and sell such quantities of hot water, hot air or steam as may be required in the city, town or village where the same shall be located ; and such corporation shall have power to lay pipes or conductors for conduct- ing hot water, hot air, or steam through the streets, avenues, lanes, alleys, squares and highways, in such eity, village or town, with the consent of the municipal au- thorities of said city, town or village, and under such rea- sonable regulations and conditions as they may prescribe ; and whenever any such permission shall be granted, it shall only be upon the condition that reasonable com- pensation shall be paid therefor, and upon a further con- dition that a satisfactory bond shall be given to secure the city, town or village against all damages in the use of said pipes. The amount of the compensation, and the manner of its payment, and the amount of the bond shall be first fixed and determined by said municipal authori- ties, before any pipes, as provided for by this act, shall be laid in any city, town or village of this state, and that all such permissions heretofore given by any of said 474 MANUFACTURES, MINING, ETC. § 87 municipal authorities, where the above terms have been complied with, are hereby confirmed. 86. Exempt from parts of the Revised Statutes. (Laws of 1880, ch. 254.) SxctTion 1. Every corporation organized under chapter forty of the laws of eighteen hundred and forty-eight entitled ‘“‘ An act to authorize the formation of corpora- tions for manufacturing, mining, mechanical or chemical purposes,” or under any act amendatory thereof or sup- plementary thereto is hereby exempted from the provi- sions of sections fifty-six and fifty-eight of title four, chapter eighteen, part one of the Revised Statutes en- titled ‘‘special provisions relating to certain corpora- tions.”’* 87. Trustees, number, election of, etc. (Laws of 1883, amending § 3.) SEcTION 1. Section three of chapter forty of the laws of eighteen hundred and forty-eight entitled ‘‘ An act to au- thorize the formation of corporations for manufacturing, mining, mechanical, chemical, agricultural, horticultural, medical or curative, mercantile or commercial purposes,”’ as heretofore amended and modified, is hereby amended so as to read as follows: § 3. The stock, property and concerns of such company shall be managed by not less than three nor more than thirteen trustees, who shall respectively be stockhold- ers in such company, and a majority of whom shall be citizens and residents of this state, who shall, except the first year, be annually elected by the stock- holders at such time and place as shall be directed by the by-laws of the company ; and public notice of the time and place of holding such election shall * Repealed by ch. 116, Laws of 1881. See ante, Part L., 23, 24, 27. 475 f § 88 MANUFACTURES, MINING, ETC. 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 stock- holder 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 pro- vided for by the by-laws of the said company. 88. Corporate powers of gas companies, (Laws of 1883, ch. 497, part of § 1.) Every corporation heretofore organized, or which shall be hereafter organized for the manufacture of gas for fuel and other purposes under chapter forty of the laws of eighteen hundred and forty-eight entitled ‘‘ An act to authorize the formation of corporations for manufactur- ing, mining, mechanical, chemical, agricultural, horticult- ural, medical or curative, mercantile or commercial pur- poses,’’ and all or any amendments of the same, shall have and possess all the rights, powers and privileges which are conferred upon companies formed under chapter thirty-seven of the laws of eighteen hundred and forty-eight entitled ‘‘ An act to authorize the formation of gas-light companies,” and all amendments of the same ; and shall be entitled to the benefits of all acts passed sub- sequent to February sixteenth, eighteen hundred and forty-eight, for the protection of companies formed under said act entitled ‘** An act to authorize the formation of gas-light companies.”’ 476 MASONIC LODGES. 81 89. Married women may vote on stock. (Laws of 1851, ch. 321). It shall be lawful for any married woman, being a stockholder or member of any bank, insurance company (other than mutual fire insurance companies), manufact- uring company, or other institutions incorporated under the law of this state, to vote at any election for directors or trustees by proxy or otherwise, in such company of which she may be a stockholder or member. 90. Who exempt from jury duty. (Code of 1877.) § 1030. Sub. 7. A person actually employed in a glass, cotton, linen, woollen, or iron manufacturing company by the year, month or season. Sub. 14. A duly licensed engineer of steam boilers actually employed as such. See GasticHT, Pree Linz, Steam Heatinc, Water Companies, MASONIC’ LODGES, 1. Chartered lodges may hold and convey proper- ty. (Laws of 1866, ch. 317.) | SECTION 1. Whenever any lodge or chapter of free and accepted masons which is or hereafter may be duly chartered by and installed according to the general rules and regulations of the grand lodge or grand chapter of free and accepted masons of the state of New York, shall be desirous of having the benefit of this act, it shall and may be lawful for such lodge or chapter, at any reg- ular communication or convocation thereof, held in ac- cordance with the constitution and general regulations of the grand lodge or chapter aforesaid, and in conformity to its own by-laws, to elect three trustees for such lodge ATT § 2 MASONIC LODGES. or chapter, for the purpose aforesaid, a certificate of which election and purpose shall be made and subscribed by the first three elective officers of such lodge or chap- ter, under their hands, and stating therein the time and place of such election, the regularity thereof, the names of said trustees and the terms severally for which they are allotted to serve, and the name of the lodge or chap- ter for which they are elected. The execution of such certificate shall be acknowledged or proved before some officer authorized to take the acknowledgment of deeds, who shall indorse thereon a certificate of such acknow!- edgment, under his hand, and the same shall then be filed in the office of the secretary of state. Such trus- tees and their successors shall thereupon be and become entitled to all the benefits, rights and privileges granted by this act, to and for the use and behoof of said lodge’ or chapter, and a copy of said certificate, certified by the secretary of state, or his deputy, shall be evidence of the right of said trustees to exercise all the rights and priv- ileges conferred by this act; and said trustees shall thereupon be authorized to take, hold and convey real and personal estate, for the charitable purposes of said lodge or chapter, not exceeding the clear annual value of ten thousand dollars. 2. Trustees. § 2. The persons so first elected trustees shall be divided by lot by said officers making said certificate, so that the term of one shall expire on the day of the festi- val of St. John the Evangelist, next thereafter, and another in one year, and the third in two years there- after. One trustee shall annually thereafter, prior to the expiration of the terms of office of said trustees and their successors, be elected by said lodge or chapter by ballot, in the same manner and at the same time as the first three officers thereof severally are or shall be 478 MASONIC LODGES. § 4 elected according to the constitution, by-laws and gen- eral regulations aforesaid, and a certificate of said elec- tion, under the hands of said officers and the seal of said lodge or chapter, if they have one, shall be made and ' shall be evidence of said election, and entitle said person so elected to act as trustee. Said lodge or chapter may, at any regular communication or convocation, fill any vacancy that may have occurred in said board of trustees, to be certified in like manner and with like effect as at an annual election. The person so elected shall hold his office for and during the term of the trustee whose place he was elected to fill. 3, Vacancy. § 3. If any person so elected trustee shall die, resign, demit, or be suspended or expelled from said lodge or chapter, remove from the state, or become insane, or otherwise incapacitated for performing the duties of said trust, his office as trustee shall therefore be deemed vacant, and said lodge or chapter may thereafter, at any regular meeting, fill such vacancy, in the manner and with the effect stated in the last section. 4. Trustees to hold temporalities, etc.;,.make reg- ulations, ete. § 4. The trustees of any such lodge or chapter, and their successors, shall be and are hereby authorized to take, hold and convey, by and under the direction of said lodge or chapter, and for the use and benefit thereof, all the temporalities and property belonging thereto, whether consisting of real or personal estate, and whether the same shall have been given, granted or devised directly to such lodge or chapter or to any person or persons for their use, or in trust for them or their benefit, and also in their individual names, with the addition of their title of trustees aforesaid, to sue and be sued in all courts and 479 I) MASONIC LODGES. places having jurisdiction, and to recover, hold and en- joy, in trust, and subject as aforesaid, all the debts, de- mands, rights and privileges, and all masonic halls, with the appurtenances, and all other estate and property belonging to such lodges and chapters in whatsoever manner the same may have been acquired, or in whose name soever the same may be held, as fully and amply as if the right or title thereto had originally been vested in said trustees, and also to purchase and hold, for the purposes and subject as aforesaid, other real and per- sonal estate, and to demise, lease and improve the same ; and such lodge or chapter shall have power to make rules and regulations, not inconsistent with the laws of this state nor contrary to the constitution or general reg- ulations of the grand body to which it shall be subordi- nate, for managing the temporal affairs of such lodge or chapter, and to dispose of its property and all other tem- poral concerns and revenue thereof, and the secretary and treasurer of such lodge or chapter, duly elected and installed according to the constitution and general regu- lations aforesaid, shall, for the time being, be ex-officio the secretary and treasurer of said trustees. 5. Under direction of lodge. § 5. Nothing in this act contained shall be construed or taken to give to such trustees of any lodge or chapter, the power to purchase, sell, convey or dispose of any property, real or personal, of such lodge or chapter, nor shall they have such power except by and under the diregtion of such lodge or chapter, duly had at a regular or stated communication on convocation thereof, accord- ing to the constitution and general regulations aforesaid, - and said trustees shall at all times obey and abide by the directions, orders and resolutions of said lodge or chap- ter, duly passed at any regular or stated communication or convocation thereof, according to and not contravening 480 MASONIC LODGES. § 6 the constitution and laws of this state, or of the grand. body to which it shall be subordinate, or of the lodge or chapter aforesaid, provided that in case said lodge or chapter shall surrender its warrant to the grand body to. which the same shall be subordinate, as aforesaid, or shall be expelled or become extinct, according to the con- stitution and general regulations aforesaid, it shall be the duty of said trustees then in office, out of the property aforesaid, to satisfy all just debts due from said lodge or chapter, and the residue of said property shall be trans- ferred to the ‘‘ trustees of the masonic hall and asylum fund,’’ a corporation created by an act entitled ‘‘ An act to incorporate the trustees of the masonic hall and asylum fund,’’ passed April twenty-first, eighteen hun- dred and sixty-four, and unless reclaimed by said lodge or chapter within three years after said transfer, in ac- cordance with the constitution and general regulations aforesaid, the same, with the avails or increase thereof, shall be applied by said trustees last mentioned, to the benevolent purposes for which said trustees were created in and by said act. 6. When lodge may surrender charter, etc. § 6. It shall and may be lawful for any lodge or chap- ter, or the trustees or officers thereof, under the direction of such lodge or chapter, heretofore incorporated by the laws of this state or thereby enabled to take and hold real or personal estate or both, to surrender such act of incoporation, charter or privilege, and to be enabled to take and hold property, with all the rights and subject to all the provisions of this act, on making and filing the certificate in the manner specified in the first section of this act, and therein stating, in addition to what is there- in required, the surrender of said act, charter or priv- ilege, referring to and specifying the same, and on such certificate being so made and filed, the lodge or chapter 31 481 § 9 MASONIC LODGES. making and filing the same shall thereupon be deemed as having fully surrendered such incorporation, charter or right, and its property shall»be fully vested in the trus- tees specified in said certificate, and their successors, with all the rights, powers and privileges, and subject to all the provisions of this act. 7. Omitting to elect officers. § 7. No board of trustees for any lodge or chapter, filing the certificate aforesaid, shall be deemed to be dis- solved for any neglect or omission to elect a trustee an- nually or fill any vacancy or vacancies that may occur or exist at any time in said board, but it shall and may be lawful for said lodge or chapter to fill such vacancy or vacancies at any regular communication thereafter to be held, and till a vacancy arising from the expiration of the term of office of a trustee is filled as aforesaid, he shall continue to hold the said office and perform the duties thereof. 8. Construction of act. § 8. This act shall be deemed a public act, and be benignly construed in all courts and places to effectuate the objects thereof. 9. Powers of knights templars and other masonic bodies. (Laws of 1869, ch. 176.) Section 1. The act passed April second, eighteen hundyed and sixty-six, entitled ‘‘ An act to enable lodges and chapters of Free and Accepted Masons to take, hold and convey real and personal estate,’’ is hereby extended so as to enable any commandery of knights templars, duly chartered by and instituted according to the general rules and regulations of the grand commandery of the state of New York, any consistory, chapter, council or lodge, 482 MEDICAL SOCIETIES. 8 9 duly chartered by and instituted according to the gen- eral rules and regulations of the supreme council of the ancient and accepted Scottish rite for the northern juris- diction of the United States, to be and become entitled to all the benefits, rights and privileges granted by said act, and the trustees elected under the same charged with all the duties specified therein. All the provisions of said act are hereby declared applicable to the several bodies named in this act, with the same effect as if said several bodies were named in the title of said act, and said bodies, and the grand bodies aforesaid by which they were severally duly chartered, and to which they are subordi- nate, were also specifically named in the several sections of said act. MEAT, PRESERVING AND DEALING IN. See ManvuracTuREs, MECHANICAL. See MaAnuFacTurRgEs,. MEDICAL COLLEGES. See Corzzcss 20, 21. MEDICAL OR CURATIVE PURPOSES. See ManuFracTurREs. MEDICAL SOCIETIES. I. Mopg or INcORPORATION—MEMBERSHIP. (Title 10 of ch. 18 of Part I. of Revised Statutes, 1830.) ‘WHEREAS well-regulated medical societies have been found to contribute to the diffusion of true science, and particularly the knowledge of the healing art : Therefore, 483 §1 MEDICAL SOCIETIES. 1, County medical societies, how incorporated. (Laws of 1813, ch. 94.) Srction 1. Be it enacted by the People of the State of New York, represented in Senate and Assembly, That it' shall and may be lawful for the physicians and sur- geons in the several counties of this state, now author- ized by law to practise in their several professions, except in those counties wherein medical societies have been al- ready incorporated, to meet together on the first Tuesday of July next, at the place where the last term of the court of common pleas next previous to such meeting was held in their respective counties; and the several physicians and surgeons so convened as aforesaid, or any part of them, being not less than five in number, shall proceed to the choice of a president, vice-president, secretary and treasurer, who shall hold their offices for one year, and until others shall be chosen in their places ; and whenever the said societies shall be organized as aforesaid, they are hereby declared to be bodies corpo- rate and politic, in fact and in name, by the names of the medical society of the county where such societies shall respectively be formed, and by that name shall be in law capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defend- ing and being defended, in all courts and places, and in all matters and causes whatsoever ; and shall and may have acommon seal, and may alter and renew the same at their pleasure: Provided always, That if the said physi- cians and surgeons shall not. meet and organize themselves at such time and place as aforesaid, it shall be lawful for them to meet at such other time asa majority of them shall think proper; and their proceedings shall be as valid as if such meeting had been at the time before specified. 484 MEDICAL SOCIETIES. § 3 2. The present county societies to continue incor- porated. Their privileges and general powers. § 2. And be it further enacted, That the medical societies of counties already incorporated, shall continue to be bodies corporate and politic, in fact and in name, by the names of the medical society of the county where such societies have respectively been formed, and by that name shall be in law capable of suing and being sued, pleading and being impleaded, answering and being an- swered unto, defending and being defended, in all courts and places, and in all matters and causes whatsoever, and shall and may have a common seal, and may alter and renew the same at their pleasure, and that the president, vice-president, secretary and treasurer, of such incorpo- rated societies, shall hold their offices for one year, and until others shall be chosen in their places. 3. State medical society, how constituted and composed. § 3. And be it further enacted, That the medical society already incorporated, by the style and name of the Medical Society of the state of New York, shall con- tinue to be a body politic and corporate, in fact and in name, and by that name shall be in law capable of suing and being sued, pleading and being impleaded, answer- - ing and being answered unto, defending and being de- fended, in all courts and places, and in all matters and causes whatsoever, and shall and may have and use a common seal and may change and alter the same at their pleasure ; and that the said society shall be composed of one member from each of the county societies in the state, elected by ballot at their annual meeting, who shall meet together at the time and place appointed by the said society for that purpose, and being met, not less than fifteen in number, may annually elect by ballot, a presi- dent, vice-president, secretary and treasurer, who shall 485 § 6 MEDICAL SOCIETIES. hold their offices for one year, and until others shall be chosen in their places. [As amended by Laws of 1853, ch. 317.] 4. Anniversary meetings. Proceedings of first meetings, where deposited. § 4. And be it further enacted, That the medical society of the state of New York, and also the medical societies of the respective counties, shall and may agree upon and determine the times and places of their meet- ing ; and the time so agreed upon shall forever thereafter be the anniversary day of holding their respective meet- ings ; and it is hereby made the duty of the secretary of each of the county medical societies, to lodge in the office of the clerk of their respective counties, if not already done, a copy of all the proceedings had at their first meeting ; and it shall also be the duty of the secretary of the medical society of the state of New York, in like manner, to lodge in the office of the secretary of this state, a copy of their proceedings had at their first gen- eral meeting; and the said clerks and secretary are hereby required to file the same in their respective offices, for which they shall each receive the sum of twelve and a half cents. 5. State society divided into classes. § 5. And be it further enacted, That the members now composing the medical society of the state of New York from each of the four great districts, shall remain divided into four classes, and one class from each of said districts shall go out of office annually. * 6. Notice, how given, of vacancies in the state so- ciety. § 6. And be it further enacted, That it shall be the duty of the secretary of the medical society of the state 486 - MEDICAL SOCIETIES. $9 of New York, whenever the seats of any of the members shall. become vacant, to give information of the same to the respective county societies, to the end that such county societies may supply such vacancy at their next meeting. A Classes in the state society may be varied, and ow. § 7. And be it further enacted, That in case there shall be an addition to the number of members compos- ing the medical society of the state, that in that case it shall be in the power of the said society at any of their annual meetings, and as often as they shall judge neces- sary, to alter and vary the classes in such manner as that one fourth of the members from each of the great dis- tricts, as near as may be, shall annually go out of office. 8. Vacancies in state society, how filled. 8 8. And be it further enacted, That if the seat of any member of the medical society of the state of New York shall be vacated, either by death, resignation, or removal from the county, it shall be the duty of the medical society of such county to fill such vacancy at their next meeting after such vacancy shall happen. 9, Medical societies to examine students, § 9. And be it further enacted, That the medical societies established as aforesaid, are hereby respectively empowered to examine all students who shall and may present themselves for that purpose, and to give diplo- mas under the hand of the president and seal of such society before whom such student shall be examined, which diploma shall be sufficient to empower the person so obtaining the same to practise physic or surgery, or both, as shall be set forth in the said diploma, in any part of this state. 487 §12 MEDICAL SOCIETIES. 10. Student if refused diploma may appeal to state society. 8 10. And be it further enacted, That if any student ‘who shall have presented himself for examination before any of the medical societies of the several counties of this state shall think himself aggrieved by the decision of such society, it shall be lawful for such student to pre- sent himself for examination to the medical society of the state of New York ; and if in the opinion of such society the student so applying is well qualified for the practice of physic or surgery, or both, as the case may be, ‘the president of said society shall, under his hand and the seal of such society, give to the said applicant a diploma, agreeable to such decision. 11. Censors to be appointed. Their duty. $11. And be it further enacted, That it shall and may be lawful for the several medical societies so estab- lished as aforesaid, at their annual meetings, to appoint not less than three nor more than five censors, to con- tinue in office for one year and until others are chosen, whose duty it shall be carefully and impartially to ex- amine all students who shall present themselves for that purpose, and report their opinion in writing to the presi- dent of said society. 12. Medical societies may hold real and personal estate. Proviso. § 12. And be it further enacted, That it shall and maybe lawful for the medical societies of the respective counties of this state, and also the medical society of the state of New York, to purchase and hold any estate, real and personal, for the use of said respective societies : Provided, Such estate, as well real as personal, which the county societies are hereby respectively authorized 488 MEDICAL SOCIETIES. § 14 to hold, shall not exceed the sum of one thousand dol- lars ; and that the estate, as well real as personal, which the medical society of the state of New York is hereby authorized to hold, shall not exceed five thousand dollars. 13, General powers to make by-laws. Proviso. § 138. And be it further enacted, That it shall be law- ful for the respective societies to make such by-laws and regulations relative to the affairs, concerns and property of said societies, relative to the admission and expulsion of members, relative to such donations or contributions as they ora majority of the members at their annual meeting shall think fit and proper : Provided, That such by-laws, rules and regulations made by the society of the state of New York, be not contrary to, nor inconsistent with, the constitution and laws of this state, or of the United States ; and that the by-laws, rules and regula- tions of the respective county societies shall not be re- pugnant to the by-laws, rules and regulations of the medical society of the state of New York, nor contrary to, nor inconsistent with, the constitution and laws of this state or of the United States. 14, Treasurer liable for moneys. Moneys, how drawn, : | § 14. And be it further enacted, That the treasurer of each society established as aforesaid shall receive and be accountable for all moneys that shall come into his hands by virtue of any of the by-laws of such societies, and also for all moneys that shall come into the hands of the president thereof for the admission of members, or licens- ing students ; which moneys the said president is hereby required to pay over to the said treasurer, who shall ac- count therefor to the society at their annual meetings, and no moneys shall be drawn from the treasurer unless such sums and for such purposes as shall be agreed upon 489 817 MEDICAL SOCIETIES. by a majority of the society at their annual meeting, and by a warrant for that purpose signed by the president. 15. Secretary to keep minutes, etc. § 15. And be et further enacted, That it shall be the duty of the secretary of each of the said medical societies to provide a book, in which he shall make an entry of all the resolutions and proceedings which may be found from time to time ; and also the name of each and every member of said society, and the time of his admission, and also the annual reports relative to the state of the treasury, and all such other things as a majority of the society shall think proper ; to which book any member of the society may at any time have recourse ; and the same, together with all books, papers and records which may be in the hands of the secretary and be the property of the society, shall be delivered to his successor in office. 16, A medical library and apparatus, etc., may be procured. § 16. And be it further enacted, That it shall be lawful for each of the said medical societies to cause to be raised and collected from each of the members of such society, a sum not exceeding three dollars in any one year, for the purpose of procuring a medical library and apparatus, and for the encouragement of useful discov- eries in chemistry, botany, and such other improvements as the majority of the society shall think proper. 17. What sums to be paid on receiving diplomas. § lv. And be it further enacted, That any student who may receive a diploma from the medical society of this state, shall pay to the president thereof on receiving the same, ten dollars ; and for each diploma that a stu- dent may receive from the medical society of any county, he shall pay to the president thereof on receiving the 490 MEDICAL SOCIETIES. § 21 same, five dollars: Provided, That the students who have been examined previous to the twenty-sixth day of May, one thousand eight hundred and twelve, and were entitled to réceive diplomas, but who have not received the same, shall not pay therefor more than two dollars. 18. State society may annually elect two mem- bers thereof, and how, etc. § 18. And be it further enacted, That the medical society of this state may elect by ballot at their annual meeting, eminent and respectable physicians and surgeons residing in any part of this state, which persons so elected shall be permanent members of the society, and entitled to all the privileges of the same: Provided, That not more than two such members shall be elected in any one year, and that they receive no compensation for their at- tendance from the funds of the society. 19, Legislature may modify or repeal this act. § 19. And be it further enacted, That it shall be in the power of the legislature to alter, modify or repeal this act whenever they shall deem it necessary or expedient. 20. When physicians, etc., of another county may become members of society. § 20. And be it further enacted, That if there should not be a sufficient number of physicians and surgeons in any of the counties of this state to form themselves into a medical society agreeably to this act, it shall be law- ful for such physicians and surgeons to associate with the physicians and surgeons of an adjoining county for the purposes hereby contemplated. 21, This act declared a public act. § 21. And be it further enacted, That this act shall be and hereby is declared to be a public act. 491 § 25 MEDICAL SOCIETIES. 22. Certain medical societies recognized. (Laws of 1814, ch. 110.) § 22. [Sec. 9.] And be it further enacted, That the medical societies which have been organized in the several counties set apart since the passage of the act, entitled “An act to incorporate medical societies,’’ passed 26th March, 1806, shall enjoy the same privileges, and shall possess the same authority as those societies incorpo- rated by virtue of the above recited act. 23. Censors to be elec‘ed. (Laws of 1818, ch. 206.) § 23. [Sec. 3.] And be it further enacted, That the state medical society shall annually elect not more than twelve nor less than six censors, any three of whom shall be a quorum for the examination of students. 24, Delegates to represent each college of medi- cine. § 24. [Sec. 6.] And be it further enacted, That each of the colleges of medicine in this state, may elect a dele- gate to represent their colleges, respectively, in the medical society of the state, who shall be entitled to all the privileges, and subject to the same regulations, as the delegates from the county medical societies. 25, Tax. (Laws of 1819, ch. 237.) § 25. [Sec. 1.] Be itenacted by the People of the State of New York, represented in Senate and Assembly, Thatit shalland may be lawful for each medical society in this state, to cause to be raised and collected from: each practising physician or surgeon, residing in the county or counties where such society is by law estab- lished, a sum not exceeding one dollar in any one year ; which sum when collected, shall be a part of the fund of 492 MEDICAL SOCIETIES. § 27 said society, to be applied as directed by the seventeenth section of the act entitled ‘‘ An act to incorporate medical societies for the purpose of regulating the practice of physic and surgery in this state,” passed April tenth, eighteen hundred and thirteen. 26, Annual meeting, etc. (Laws of 1823, ch. 298.) § 26. [Sec.1.] Be it enacted by the People of the State of New York, represented in Senate and Assem- bly, That it-shall and may be lawful for any society, in- corporated under the act entitled ‘‘ An act to incorporate medical societies, for the purpose of regulating the prac- tice of physic and surgery in this state,’’ at any anniver- sary meeting of such society, to change the day of hold- ing their annual meeting to such other day in the year as may be more convenient : Provided, That two thirds of the members present concur in voting for such change ; notice of intention to move the same, having been first given at some previous regular meeting of the society. Il. GeneraL REGULATIONS. (Title VII. of art. 3 of ch. 14 of R. S. of 1830.) 27. Notice to be given to every physician and surgeon, Section 1. The president of every county medical society shall give notice in writing, to every physician and surgeon not already admitted into such society, within the county in which the society of which he is president is situated, requiring such physician or surgeon, within sixty days after the service of such notice, to apply for and receive a certificate of admission, as a member of such society. ; 493 § 80 MEDICAL SOCIETIES. 28. How served; persons notified to forfeit their licenses, if they do not apply. § 2. The service of every such notice shall be made per- sonally, on the physician or surgeon, to whom it shall be directed ; and if such physician or surgeon shall not, within the time specified in the notice, or within such further time as may be allowed by the president, under the regulations of the society, apply for a certificate of inembership in such society, his license shall be deemed forfeited, and he shall be subject thereafter, to all the pro- visions and penalties of the laws of this state, in relation to unlicensed physicians, until upon a special applica- tion, he shall be admitted a member of the medical society, in the county in which he shall reside. 29, Charges for misconduct. § 3. If there shall be preferred to any county medical society, specific charges against any member thereof, of gross ignorance or misconduct in his profession, or of im- moral conduct or habits, a special meeting of the society to consider the charges shall be called, of which at least ten days previous notice shall be given, in one or more of the newspapers printed in the county. 30. Proceedings thereon. § 4. If two thirds of the members present at such meeting shall be of opinion, that the charges preferred are well founded, the president of the society shall, with- out dglay, deliver a certified copy of the charges and of the vote of the society thereon, to the district attorney of the county, and shall give notice of such delivery to the member accused, who from that time shall be suspended from the practice of physic and surgery, until the deter- mination of such charges, in the manner hereinafter pro- vided. 494 MEDICAL SOCIETIES. § 34 31, Charges to be served and notice of hearing. § 5. The district-attorney to whom the charges shall be: delivered, shall serve a copy thereof without delay, on the member accused, and at the same time shall give him notice, of the time and place at which the judges of the county court of the county will meet, for the purpose of hearing and determining the same ; such notice shall be served at least fourteen days before the time of hearing appointed. 32. District-attorney to prosecute. § 6. The district-attorney shall conduct the prosecution ‘of the.charges, and shall issue process to compel the at- tendance of such witnesses, as the president of the society and the member accused, shall severally require. 33, Judges to determine. § 7. The judges of the county court, at the time and place of hearing appointed, or at such other time and place as they shall fix, shall proceed to hear and determine the charges, and shall examine, on oath, the witnesses pro- - duced ; if they, or a majority of them, shall be satisfied, from the evidence, that the charges are true, they shall make an order, which shall be valid in law, expelling the member accused from the society, and declaring him for- ever thereafter incapable of practising physic and sur- gery, within this state; or suspending him from such practice, for a limited period ; if they shall be of opinion, that the charges are not established, the suspension of the member accused shall cease, and he shall be restored to all his rights and privileges, as a practising physician and surgeon. 34, Qualifications of students. § 8. No student shall be admitted to an examination by any medical society, until he shall have completed, 495 § 37 MEDICAL SOCIETIES. with some physician and surgeon, duly authorized by law to practise his profession, the term of medical study, prescribed in the following sections of this title. 35. Term of study. § 9. The regular term of the study of medical science shall be four years, but a deduction from such term, in no case to exceed one year, shall be made in either of the following cases : 1. If the student, after the age of sixteen, shall have pursued any of the studies usual in the colleges of this state, the period during which he shall have pursued such studies, shall be deducted. 2. If the student, after the age of sixteen, shall have attended a complete course of all the lectures delivered in an incorporated medical college in this state, or elsewhere, one year shall be deducted. 36. Certificate. § 10. The physician and surgeon with whom a student shall commence His studies, shall file a certificate with the president of the county medical society to which he belongs, certifying that such person has so commenced his studies; and the term of study shall be considered as commencing, from the day on which such certificate is filed. 37. Order for term of study. § 11. If the term of study shall be intended to be for less fhan four years, upon either of the grounds mentioned in the ninth section of this title, the president with whom the certificate shall be filed, upon satisfactory proof that a deduction ought to be allowed, shall annex to such cer- tificate, an order specifying the period, not exceeding one year, which, according to the proof exhibited to him, 496 MEDICAL SOCIETIES. § 40 ought to be deducted from the term of four years, and directing that the term of study of the student shall be for the period that shall remain. 38. Requisites for diplomas from regents. § 12. No person shall receive from the regents of the university a diploma, conferring the degree of doctor of medicine, unless he shall have pursued the study of medical science for at least three years, after the age of sixteen, with some physician and surgeon, duly authorized by law to practise his profession, and shall also, after the same age, have attended two complete courses of all the lectures delivered in an incorporated medical college, and have attended the last of such courses, in the college by which he shall be recommended for his degree. 39, Regents to confer certain degrees, The regents of the university, may in their discretion confer the honorary degree of doctor of medicine upon such persons, not to exceed four in any one year, as may be recommended to them for that purpose, by the medi- cal society of this state, but such honorary degree shall in no case be a license to practise physic or surgery. [Laws of 1840, ch. 366.]* § 13. No student who has attended one or more courses of medical lectures, shall be admitted to an examination by any medical society, except of the county in which he shall have pursued his medical studies for four months immediately preceding his attendance upon his last course of lectures, or by the censors of the state medical society. [As amended 1836, ch. 532, § 1.] 40. If rejected, to appeal. § 14. No person, who shall have been examined by the * See Laws of 1872, ch. 746, post 55. 32 497 § 43 MEDICAL SOCIETIES. censors of any county medical society, as a candidate for the practice of physic and surgery, or either of them, and shall have been rejected on such examination, shall be admitted to an examination, “before the censors of any other county medical society ; but such person may ap- peal from the decision of the censors by whom he shall have been examined, to the medical society of the state. 41, Persons rejected by state society. § 15. No person, who, either upon an original examina- tion or upon an appeal, shall have been rejected by the censors of the state medical society, shall thereafter be admitted to an examination, before the censors of any county medical society. 42. Who to practise physic. § 16. No person shall practise physic or surgery, unless he shall have received a license or diploma, for that pur- pose, from one of the incorporated medical societies in this state, or the degree of doctor of medicine from the regents of the university; or shall have been duly authorized to practise by the laws of some other state or country, and have a diploma from some incorporated college of medicine, or legally incorporated medical society, in such state or country. 43. Foreigners and persons from other states when to practise physic and surgery. § 17. No person coming from another country shall practise, physic or surgery in this state, until he shall have been examined and licensed by the censors of the state medical society; and no person coming from another state shall practise physic or surgery in this state until he shall have filed a copy of his diploma in the office of the clerk of the county where he resides, and 498 MEDICAL SOCIETIES. § 47 until he shall have exhibited to the medical society of that county satisfactory testimonials of his qualifications, or shall have been examined and approved by its cen- sors.. [As amended 1841, ch. 64.] 44, Diplomas to students in certain schools, not valid. § 18. No diploma, granted by any authority out of this state, to an individual who shall have pursued his studies in any medical school within this state, not incorporated and organized under its laws, shall confer on such indi- vidual, the right of practising physic or surgery, within this state. 45. License in all cases to be filed. § 19. Every person licensed to practise physic or sur- gery, or both, shall deposit a copy of such license with the clerk of the county where he resides, who shall file the same in his office; and until such license is so de- posited, such person shall be liable to all the penalties provided by law, in the same manner as if he had no license. 46. Persons under twenty-one. § 20. No person under the age of twenty-one years shall be entitled to practise physic or surgery in this state. 47. Degrees conferred by colleges, etc. § 21. The degree of doctor of medicine conferred by any college in this state, shall not be a license to practise physic or surgery ; nor shall any college have, or insti- tate, a medical faculty, to teach the science of medicine, in any other place than where the charter locates the college. * * Some colleges are allowed by special statute to do what is here prohibited. 499 851 MEDICAL SOCIETIES. 48. Repeal. (Laws of 1844, ch. 275.) Sxction 1. The twenty-second section of chapter four- teen, title seven, part first of the Revised Statutes, and all laws of this state which prohibit any person from recovering, by suit or action, any debt or demand arising from the practice of physic or surgery, or a compensation for services rendered in attending the sick or in prescrib- ing for the sick, are hereby repealed. 49. Any person may practise. § 38. No person shall be liable to any criminal prosecu- tion or to indictment, for practising physic and surgery without license, excepting in cases of malpractice, or gross ignorance, or immoral conduct in such practice. - 50. Liability for damages. § 4. All and every person, not being.a Hibensed. phy- sician, who shall practise or attempt to practise physic or — ‘surgery, or who shall prescribe for or administer medi- cines or specifics to or for the sick, shall be liable for damages, in cases of malpractice, as if such person were duly licensed to practise physic or surgery. 51. And imprisonment. §5. Any person, not being a licensed physician, who shall practise or profess to practise physic or surgery, or shall prescribe medicines or specifics for the sick, and shall, in any court having cognizance thereof, be con- victed of gross ignorance, malpractice or immoral con- duct,*shall be deemed guilty of a misdemeanor, and liable to a fine of not less than fifty dollars, nor not ex- ceeding one thousand dollars, or imprisonment in the county jail not less than one month, nor exceeding twelve months, or both, in the discretion of the court.* * See Laws of 1866, ch, 445, and 1872, ch. 746, post 55.. 500 MEDICAL SOCIETIES. § 55 52, County societies may establish rules, (Laws of 1866, ch, 445.) Secrion 1. That from and after the passage of this act, it shall be lawful for any county medical society in this state, entitled to representation in any medical society in the state of New York, and the Homeopathic Medical Society of the State of New York, to establish such rules and regulations for the government of its members as they may deem fit, provided the action of such societies receive the sanction of the said state medical societies representing such county medical society, and is not in- consistent with the laws of the state. 53. Enforce discipline. § 2. Each county medical society shall have full power and authority to enforce discipline among its members and obedience to its rules and regulations, with power to expel or otherwise discipline as they may deem most advisable for the best interests of said society. 54, Appeal to state society.* Any member of any county medical society or appli- cant for membership to such society, feeling aggrieved at the action of said society, shall have the right to appeal to the medical society of the state of New York repre- senting such county medical society. 55. Regents of the university to appoint exam- iners. (Laws of 1872, ch. 746,). Section 1. The regents of the University of the State of New York shall appoint one or more boards of exam- iners in medicine, each board tv consist of not less than seven members, who shall have been licensed to practise physic and surgery in this state. , * The sectional number omitted in the original. 501 § 59 MEDICAL SOCIETIES. 56, Duty of examiners. § 2. Such examiners shall faithfully examine all candi- dates referred to them for that purpose by the chancellor of said university, and furnish him a detailed report in writing of all the questions and answers of each examina- tion, together with a separate written opinion of each ex- aminer as to the acquirements and merits of the candi- dates in each case. 57, Examinations. § 8. Such examinations shall be in anatomy, phys- iology, materia medica, pathology, histology, clinical medicine, chemistry, surgery, midwifery, and in the therapeutics of that one of the systems of practice repre- sented in the several incorporated medical societies of this state which the candidate may elect. [Thus amended by Laws of 1881, ch. 679. ] 58. Report of examiners, etc. § 4. The said reports of examinations, and the annexed opinions of the examiners, shall forever be a part of the public records of the said university, and the orders of the chancellor addressed to the examiners, together with the action of the regents, in each case shall accompany the same. 59. Who may be examined; proofs to be furnished to the chancellor. § 5. Any person over twenty-one years of age, of good moral character and paying not less than thirty-five dollars into the treasury of the university, and on apply- ing to the chancellor for the aforesaid examination shall receive an order to that effect, addressed to one of the boards of examiners, provided he shall adduce proofs satisfactory to the chancellor, that he or she has a com- petent knowledge of all the branches of learning taught 502 MEDICAL SOCIETIES. § 64 in the common schools of this state, and of the Latin language, and that he has diligently studied medicine not less than three years, under the direction of one or more physicians duly qualified to practise medicine, or has himself been licensed, on examination, by some medical society or college legally empowered to issue licenses or degrees in medicine. 60. When to issue diplomas, § 6. The regents of the university, on receiving the aforesaid reports of the examiners, and on finding that not less than five members of a board have voted in favor of a candidate, shall issue to him or her a diploma conferring the degree of doctor of medicine of the Univer- sity of the State of New York, which degree shall bea license to practise physic and surgery. 61. Fees. § 7. The candidate, on receiving said diploma, shall pay to the university the further sum of not less than ten dollars. 62, How appropriated. §8. The moneys paid to the university, as aforesaid, shall be appropriated by the regents for the expenses of executing the provisions of this act. 63. Rules, etc. § 9. The regents may establish such rules and regula- tions, from time to time, as they may deem necessary to ‘insure the faithful execution of the provisions of this act. 64, Practitioners of medicine or surgery to obtain certificate; what certificate shall set forth; to be recorded. os (Laws of 1874, ch. 436.) ~ Section 1. Every practitioner of medicine or surgery 503 § 66 MEDICAL SOCIETIES. in this state, excepting licentiates or graduates of some medical society or chartered school, shall be required, and they are hereby commanded to obtain a certificate from the censors of some one of the several medical societies of this state, either from the county, district, or state society ; which certificate shall set forth that said censors have found the person to whom it was issued qualified to practise all of the branehes of the medical art men- tioned init. And such certificate must be recorded in a book provided and kept for the purpose by the county clerk of each county in the state. 65. Censors to notify practitioners, etc.; conse- quences of non-compliance. § 2. The censors of each medical society aforesaid shall notify all practitioners of medicine and surgery of the terms and requirements of this act, and shall request such persons, so notified, to comply with those requirements within thirty days after such notification ; and if such persons shall not, within the time specified in the notice, or within such further time as may be allowed by special arrangement with said censors, not exceeding ninety days, comply with the requirements herein made of physicians or surgeons, as the case may be, such persons shall there- after be subject to all the provisions and penalites pre- scribed by this act for any violation of the same, and the president of the society making such request shall and he is hereby required to at once commence the proceed- ings authorized by this act against such person. 66. A misdemeanor to practise without license or diploma; penalties. § 3. Itis hereby declared a misdemeanor for any per- son to practise medicine or surgery in this state, unless authorized so to do by a license or diploma from some chartered school, state board of medical examiners, or 504 MEDICAL SOCIETIES. § 68 medical society, or who shall practise under cover of a medical diploma illegally obtained ; and any person found guilty of such a misdemeanor shall for the first offence be fined not less than fifty nor more than two hundred dollars. For any subsequent offence not less than one hundred nor more than five hundred dollars, or by im- prisonment ‘not less than thirty days, or by both im- prisonment and fine ; and all such fines shall go into the county treasury of the county bringing such action. 67. Not to practise unless twenty-one years of age. (Laws of 1880, ch. 513.) Srotion 1. A person shall not practise physic or sur- gery within this state unless he is twenty-one years of age, and either has been heretofore authorized so to do, pursuant to the laws in force at the time of his authori- zation, or is hereafter authorized so to do as prescribed by chapter seven hundred and forty-six of the laws of eighteen hundred and seventy-two, or by subsequent sec- tions of this act. 68. Registration of physicians and surgeons; oath. § 2. Every person now lawfully engaged in the practice of physic and surgery within the state shall, on or before the first day of October, eighteen hundred and eighty, and every person hereafter duly authorized to practise physic and surgery shall, before commencing to practise, register in the clerk’s office of the county where he is practising, or intends to commence the practice of physic and surgery, in a book to be kept by said clerk, his name, residence and place of birth, together with his authority for so practising physic and surgery as pre- scribed in this act. The person so registering shall sub- scribe and verify by oath or affirmation, before a person duly qualified to administer oaths under the laws of the state, an affidavit containing such facts, and whether such 505 § 70 MEDICAL SOCIETIES. authority is by diploma or license, and the date of the same and by whom granted, which if wilfully false, shall subject the affiant to conviction and punishment for per- jury. The county clerk to receive a fee of twenty-five cents for such registration, to be paid by the person so registering. 69. Penalties for violation. § 3. A person who violates either of the two preceding sections of this act, or who shall practise physic or sur- gery under cover of a diploma illegally obtained, shall be deemed to be guilty of a misdemeanor, and on conviction shall be punished by a fine of not less than fifty dollars nor more than two hundred dollars for the first offence, and foreach subsequent offence by a fine of not less than one hundred dollars nor more than five hundred dollars, or by imprisonment for not less than thirty days nor more than ninety days, or both. The fine when collected shall be paid, the one half to the person or corporation making the complaint, the other half into the county treasury. 70. Physicians coming from other states. §4. A person coming to the state from without the state may be licensed to practise physic and surgery, or either, within the state, in the following manner: If he has a diploma conferring upon him the degree of doctor of medicine, issued by an incorporated university, medi- cal college, or medical school without the state, he shall exhibit the same to the faculty of some incorporated medial college or medical school of this state, with satis- factory evidence of his good moral character, and such other evidence, if any, of his qualifications as a physician or surgeon, as said faculty may require. If his diploma and qualifications are approved by them, then they shall indorse said diploma, which shall make it for the 506 MEDICAL SOCIETIES. § 74 purpose of his license to practise medicine and surgery within this state the same as if issued by them. The applicant shall pay to the dean of said faculty the sum of twenty dollars for such examination and indorsement. This indorsed diploma shall authorize him to practise physic and surgery within the state upon his complying with the provisions of section two of this act. 71. Degree of doctor of medicine. _. §5. The degree of doctor of medicine lawfully con-. ferred by any incorporated medical college or university in this state shall be a®license to practise physic and surgery within the state after the person to whom it is granted shall have complied with section two of this act. 72, Who are exempt. § 6. Nothing in this act shall apply to commissioned medical officers of the United States army or navy, or of the United States marine hospital service. Nor shall it apply to any person who has practised medicine and surgery for ten years last past, and who is now pursuing the study of medicine and surgery in any legally incor- porated medical college within this state, and who shall graduate from and receive a diploma within two years from the passage of this act. 73. Repeal, § 7. All acts or parts of acts inconsistent with the pro- visions of this act are hereby repealed. 74, Time in which to register extended. (Laws of 1881, ch. 186.) SrcTron 1. Any person who was duly authorized to practise physic or surgery in this state, and entitled to register inthe office of any county clerk in any county 507 § 76 MEDICAL SOCIETIES. of this state where such person was practising or intending to practise physic or surgery, under and according to the provisions of chapter five hundred and thirteen of the laws of eighteen hundred and eighty, entitled ‘‘ An act to regulate the licensing of physicians and surgeons,’’ and who shall have not registered as required by the pro- vision of said chapter, shall have until the first day of October, eighteen hundred and eighty-one, in which to register as prescribed by section two of said act, entitled “An act to regulate the licensing of physicians and sur- geons.”’ ® 75, Persons registering not liable to penalties unless diploma was illegally obtained. § 2. Any person who shall comply with the provisions of this act shall not be liable in any manner to the penal- ties prescribed by section three of chapter five hundred and thirteen of the laws of eighteen hundred and eighty, entitled ‘‘ An act to regulate the licensing of physicians and surgeons.”’ This section shall not apply to a person who shall have practised physic or surgery under cover of a diploma illegally obtained ; but such person shall be liable to the penalties prescribed by section three above mentioned. 76. Like privileges to be granted to matriculated students. (Laws of 1881, ch. 550.) [Section 1 amends Laws of 1854, ch. 123, § 1 ante.] § 2. It is further provided and enacted thas whenever the managers, governors, or person or persons having lawful control and management over any public hospital in any city or county in this state, shall grant to matricu- lated students of any legally incorporated medical college in said city or county, privileges of admission to such hospital for hearing clinics or lectures, or receiving 508 MEDICAL SOCIETIES. § 78 medical or surgical instruction therein, the like privileges and advantages shall be granted to the matriculated students in each and all legally incorporated medical colleges in said city and county who may desire the same, without distinction or preference, and upon equal terms and conditions as to all. 77. Attendance of students, limiting of. § 3. Nothing in this act shall prevent the managers of hospitals from limiting the attendance of students in such hospitals to a number compatible with the welfare of patients. But in such limitation they shall receive students from such legally incorporated medical colleges applying for such admission in proportion to the number of students in attendance upon such college, IiJ. Homa@opatHic Mepicat SocieEtizEs. 78, Societies, how incorporated. (Laws of 1857, ch. 384.) Section 1. It shall be lawful for homeopathic phy- sicians in each of the counties of this state, to meet together on the first Tuesday of May next, at the place where the county courts are appointed to be held in their respective counties, and organize county hom«opa- thic medical societies, in the same manner as is provided in an act entitled ‘‘ An act to incorporate medical socie- ties for the purpose of regulating the practice of physic and surgery in this state,” passed April tenth, eighteen | hundred and thirteen. And whenever a society be organ- ized as aforesaid, in either of the said counties, it shall be known by the name of the homeopathic medical society of the county in which it shall be founded, and shall have all the powers, rights and privileges, and be subject to all the duties and responsibilities now by law given to or 509 § 80 MEDICAL SOCIETIES~--DENTAL. imposed upon a county medical society organized under the act aforesaid. 79. Time of meeting for organization. § 2. If the said physicians shall not meet and organize themselves, at such time and place as aforesaid, it shall be lawful for them to meet at such other time as a ma- jority shall think proper, and their proceedings shall be as valid as if such meeting had been held at the time be- fore specified. IV. DentaL SocreTiEs. 80. How to be incorporated; their names, (Laws of 1868, ch. 152—An act to incorporate dental societies for the purpose of improving and regulating the practice of dentistry in this state.) SEctTion 1. It shall be lawful for the dentists in the several judicial districts of the supreme court of this state to meet together at the following named places, to wit: In district number one, at the Cooper Institute, in the city of New York; district number two, at City Hall, in the city of Brooklyn ; district number three, at the Dela- van House, in the city of Albany ; district number four, at the Clarendon Hotel, Saratoga Springs ; district num- ber five, at Stanwix Hall Hotel, in the village of Rome; district number six, at the Lewis House, in the village of Binghamton ; district number seven, at the Canandaigua Hotel, in the village of Canandaigua; district number eight, at Medical Hall, in the city of Buffalo, on the first Tuesday of June, eighteen hundred and sixty-eight, at two o’clock in the afternoon of that day. And such den- tists so convened as aforesaid, or any part of them, not less than fifteen in number, shall proceed to the choice of a president, vice-president, secretary and treasurer, who shall hold their offices for one year, and until others shall 510 MEDICAL SOCIETIES—DENTAL. § 82 be chosen in their places; and whenever said societies shall be organized as aforesaid, they are hereby consti- tuted bodies corporate, in fact and under the names of “The District Dental Society’’ of the respective judicial districts where they shall be located ; provided always, that if the dentists residing in any district shall not meet and organize themselves as aforesaid, it shall be lawful for them, at the call of fifteen dentists residing in any such district, to meet at such other time and place as they shall designate ; and their proceedings shall be as valid as if such meeting had been at the time before specified. 81. State society organized. §2. Each of said district societies, when organized as aforesaid, shall elect eight delegates, who shall meet at the capitol, in the city of Albany, on the last Tuesday of June, eighteen hundred and sixty-eight, and proceed to organize a state dental society, which shall be named “The Dental Society of the State of New York,”’ and, being met, not less than thirty-three in number, shall proceed to elect, and shall annually thereafter elect a president, vice-president, secretary and treasurer, who shall hold their offices for one year, and until others shall be chosen in their places; and said society shall bea body corporate, under the name and style as aforesaid. 82, Proceedings to be filed. § 3. The secretaries of each of the district societies shall lodge in the county clerk’s office of some county within their district, a copy of all the proceedings and records of their organization ; and it shall also be the duty of the secretary of the state dental society, in like manner, to lodge in the office of the secretary of state a copy of its records and proceedings had at the organization thereof ; and the said county clerks, respectively, and the secre- 511 § 85 MEDICAL SOCIETIES—DENTAL. tary of state shall file the same in their respective offices, and shall receive therefor a fee of one dollar. 83. Delegates to the state society. 84, At the first meeting of said state dental society, the same being duly organized as aforesaid, the delegation from each district society shall be divided into four classes of two delegates each, who shall serve one, two, three and four years respectively, and until others shall be elected in their places ; and the said district societies, at each annual meeting thereafter, shall choose two dele- gates to the state society, to serve each four years, and fill all vacancies in their respective delegations that may have occurred by death or otherwise. 84, Id. by dental colleges. § 5. Each of the incorporated dental: colleges of this state may elect annually two delegates to the state dental society, who shall be entitled to all the privileges and subject to the same rules and regulations as other dele- gates. 85. Permanent members of state society; hono- rary members, § 6. The said state dental society may elect permanent members of said society from among eminent dentists residing in this state, but not to exceed twenty in num- ber, at its first meeting, nor more than five in any one year thereafter ; which members so elected shall be' entitled to all the privileges of delegate members, but shall re- ceive no compensation for their attendance on meetings of the state society, except when sent as delegates by the district societies or colleges aforesaid. And the said state society may elect honorary members from any state or country ; but no person shall be elected an honprary 512° MEDICAL SOCIETIES—DENTAL. § 87: i member who is eligible to regular membership, nor shall any honorary member be entitled to vote or hold any office in said society. 86. Censors by the district societies. § 7. The several district societies established as afore- said, at their annual meetings, shall appoint not less than three nor more than five censors, to continue in office for one year, and until others are chosen, who shall constitute a district board of censors, whose duty it shall be carefully and impartially to inquire into the qualifications of all persons who shall present themselves, within the dis-. tricts where they reside, for examination, and report their opinion, in writing to the president of said district society, who shall thereupon issue, on the recommenda- tion of said board of censors, a certificate of qualification to such person or persons, countersigned by the secretary, and bearing the seal of the said district society. 87. State board of censors; president may issue diplomas. § 8. The state dental society, organized as aforesaid, at its first meeting shall appoint eight censors, one from each of the said district societies, who shall constitute a state board of censors, and at the first meeting of the said board, the members shall be divided into four classes, to serve one, two, three and four years, respectively ; and said state dental society shall, at each annual meeting thereafter, appoint two censors, to serve each four years, and until their successors shall be chosen, and fill all vacancies that may have occurred in the board by death or otherwise. Each district society shall be entitled to one, and only one, member of said board of censors. ‘Said board of censors shall meet at least once in each year, at such time and place as they shall designate, and, being thus met, they, or a majority of them, shall care- 33 513 § 89 MEDIUAL SOCIETIES—DENTAL. fully and impartially examine all persons who are enti- tled to examination under the provisions of this act, and who shall present themselves for that purpose, and re- port their opinion in writing to the president of said state dental society, and on the recommendation of the said board, it shall be the duty of the president aforesaid to issue a diploma to such person or persons, countersigned by the secretary, and bearing the seal of said society, con- ferring upon him the degree of ‘‘ Master of Dental Sur- gery” (M.D.S.), and it shall not be lawful for any other society, college or corporation to grant to any person the said degree of ‘‘ Master of Dental Surgery.”’ [Thus amended by Laws of 1870, ch. 331.) 88. Who may be examined for a license. § 9. All dentists in regular practice at the time of the passage of this act, and all persons who shall have re- ceived a diploma from any dental college in this state, and all students who shall have studied and practised dental surgery with some accredited dentist or dentists for the term of four years, shall be entitled to an examination by said board of censors. Deductions from such term of four years shall be made in either of the following cases : 1. If the student, after the age of sixteen, shall have pursued any of the studies usual in the colleges of the United States, the period, not exceeding one year, during which he shall have pursued such studies shall be de- ducted. 2. If the student, after the age of sixteen, shall have attended a complete course of lectures of any incor- porated dental or medical college in the United States, one year shall be deducted. 89. Fee for certificates and diplomas, § 10. Every person, on receiving a diploma from the state dental society, shall pay into the treasury thereof the sum of twenty dollars, and on receiving a certificate 514 MEDICAL SOCIETIES—DENTAL, § 93 of qualification from the dental society of any district, the sum of ten dollars into the treasury thereof. 90. The societies may hold real and personal property. § 11. The dental societies of the respective districts and the dental society of the state may purchase and hold such real and personal estate as the purposes of their re- spective corporations may require. The district societies each not exceeding in value the sum of five thousand dollars, and the state dental society not exceeding twenty-five thousand dollars in value. 91, By-laws. § 12. The respective societies herein provided for may make all needful by-laws, rules and regulations, not in- consistent with any existing law, for the management of the affairs and property of said societies respectively, and providing for the admission and expulsion of members ; provided that such by-laws, rules and regulations of the respective district societies shall not be repugnant to nor inconsistent with the by-laws, rules and regulations of the state dental society. 92, Membership of the district societies. § 13. All dentists who shall have been in regular prac- tice in this state, at the time of the passage of this act, and all persons who shall have received a certificate of qualification from any district society, shall be eligible to. membership in said district societies. '93. General privileges. $14. The Dental Society of the State of New York shall be entitled to all the privileges and immunities granted to the medical societies of this state. 515 § 96 MEDICAL SOCIETIES—DENTAL. ' 94. Penalty for falsely pretending to be a grad- uate, (Laws of 1870, ch. 331.) [Section 1 amends Laws of 1868, ch. 152.] §2. Any person who shall knowingly and falsely claim, or pretend to have or hold, a certificate of license, diploma or degree, granted by any society, organized under and pursuant to the provisions of this act, or who shall falsely, and with intent to deceive the public, claim or pretend to be a graduate from any incorporated dental college, not being such graduate, shall be deemed guilty of a misdemeanor. 95. Qualifications of dentists. (Laws of 1879, ch. 540.) SEcTION 1. It shall be unlawful for any person to prac- tise dentistry in the state of New York for fee or reward, unless he shall have received a proper diploma or certifi- cate of qualification from the state dental society, or from the faculty of a reputable dental or medical college, rec- ognized as such by said society ; provided that nothing in this section shall apply to persons now engaged in the practice of dentistry in the state of New York. 96. Penalty for practising without qualifications. § 2. Any person who shall practise dentistry for fee or reward in this state, without having complied with the regulations of this act, shall be deemed guilty of a misde- meanor, and upon conviction thereof shall be fined not less than fifty nor more than two hundred dollars for each offence. All such fines shall be paid into the treas- ury of the county where such conviction shall have taken place, for the benefit of the common schools of the county. 516 MEDICAL SOCIETIES—DENTAL. § 99 97. Dentists to register. § 3. Every person practising dentistry within this state shall, within sixty days after the passage of this act, reg-. ister in the office of the clerk of the county where located, in a book to be prepared and kept by the clerk for that purpose, giving his name, office and post-office address, and the date of such registration ; and shall be entitled to a certificate of such registration upon payment to the clerk of a fee of fifty cents. 98. Repeal. § 4. All acts or parts of acts inconsistent, or in any wise conflicting with the provisions of this act, are hereby repealed. 99. Dentists on filing affidavits may register. (Laws of 1881, ch. 376.) Srcrion 1. Any person who was engaged in the regular practice of dentistry within this state on the twentieth day of June, eighteen hundred and seventy-nine, and who was entitled to registration as a dentist as provided by the third séction of chapter five hundred and forty of the laws of eighteen hundred and seventy-nine, entitled ‘‘ An act to regulate the practice of dentistry in the state of New York,”’ but who failed to cause his name to be regis- tered as therein provided, and who shall make and file with the clerk of the county in which he registers, his affidavit to the effect that he was so engaged in such prac- tice of dentistry and so entitled to registration, may, within sixty days after the passage of this act, cause his name, office and post-office address to be registered in the county clerk’s office in the manner provided in said third section of said act, and such registration shall have like force and effect as if made within the time prescribed by said section of said act. Any person who shall wil- fully make and file a false affidavit for the purpose of 517 § 101 MERCANTILE OR COMMERCIAL. procuring such registration shall be subject to conviction and punishment for perjury. 100. Persons hereafter authorized to practise must register. § 2. Every person hereafter authorized to practise den- tistry within this state shall, before commencing to prac- tise, register in the clerk’s office of the county where he intends to commence the practice of dentistry, in a book to be kept for that purpose, his name, office and post- office address together with the name of the society, col- lege or other authority from which he has received his diploma or certificate of qualification to practise den- tistry. 101, Clerk’s fees. § 3. The clerk of any county shall be obliged upon the payment to him of the sum of twenty-five cents to make the registry of any person provided for in the. second section of this act, which sum the clerk is entitled to collect and receive from the person registering. MERCANTILE OR COMMERCIAL. (Laws of 1866, ch. 838.) Section 1. The title of the act entitled ‘‘ An act to authorize the formation of corporations for manufactur- ing, mining, mechanical or chemical purposes’’ passed February 17th, 1848, is hereby amended so as to read as follows : ‘‘ An act to authorize the formation of corpora- tions for manufacturing, mining, mechanical, chemical, agricultural, horticultural, medical or curative, mercantile or commercial purposes.’’* * The first section of the act of 1848, as amended by ch. 241 of Laws of 1880, omitted all kinds of business above named after the word chemical. The title of the act was allowed to stand as amended above. See the above act in full, ante AcricuLTURE, 29, etc. 518 MINERAL WATER, ETO, $2 MILITARY DRILL. See Crus, MILK. See Manuracrurss, II, MILLING. See Manvracrvurzs, IT. MINERAL WATER. 1. Objects and mode of incorporation. (Laws of 1863, ch. 63.) Srction 1. Any three or more persons may organize 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 bottling and selling mineral water drawn from any natural mineral spring. 2. Duties and obligations. § 2. Every corporation so. formed shall be subject to all the provisions, duties and obligations contained in the above-mentioned act, and shall be entitled to all the bene- fits and privileges thereby conferred. MINING. See Manuracrunss, II., WaTeR ComMPANrEs, MISSIONARY. See Benrvonent, Cuuss, Reticrovs. 519 §1 NAVIGATION COMPANIES. MONUMENT. See Sotprers’ MonuMENT. * MORTGAGE. See Burpine, GuaranTeE, Erc., I. MUSEUM. See Manouracrurss, IT. MUSICAL. See Crus, Frove Arts. MUTUAL BENEFIT. See BenrvotEnt, III., Cuvss. MUTUAL LOAN, See Buriprna. NAVIGATION COMPANIES. J. CompANIES TO NAVIGATE THE OCEANS. 1. Incorporation of company. (Laws of 1852, ch. 228—An act for the incorporation of companies formed to navigate the ocean by steamships, or ships or vessels using caloric engines. )*} Sxcrion 1. Any seven or more persons who may de- sire to form a company for the purpose of building for their own use, equipping, furnishing, fitting, purchasing, chartering, navigating and owning vessels to be propelled solely or partially by the power or aid of steam or other expansiye fluid or motive power, to be used in all lawful commerce and navigation upon the ocean, seas, sounds and rivers navigable by ocean steamers, and for the trans- * The title of this act, as originally passed, did not contain the words “or ships or vessels using caloric engines.’’ Those words were added by Laws of 1853, ch. 124, 520 NAVIGATION COMPANIES, § 2 portation of passengers, freight and mails, 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 principal oflice for the management of the business of the company shall be situ- ated, 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 specific objects for which the company shall be formed, stating particularly the ports between which such vessels are intended to be navigated, the amount of the capital stock of said company, which shall not be less than fifty thou- sand nor more than four million dollars ; the term of its existence, not to exceed twenty years; the number of shares of which the said capital stock shall consist ; the number of directors, and their names, who shall manage the concerns of said company for the first year ; and the name of the city or town and county in which the prin- cipal office for managing the affairs of the company is to be situated. [Thus amended by Laws of 1875, ch. 445.] 2. Shall be a body politic and corporate. § 2. When the certificate shall have been filed as afore- said, and ten per cent of the capital named paid in, the persons who shall have signed and acknowledged the same, and all others who thereafter may be holders of any share or shares of said capital stock, and their suc- cessors, shall be a body politic and corporate, in fact and in name, by the name stated in such certificate, and shall have and possess all the powers, and be subject to all the provisions contained in the third title of chapter eighteen of the first part of the Revised Statutes, and they shall by their corporate name be capable in law of purchasing, -holding and conveying any real or personal estate what- ever, which may be necessary to enable the said company to carry on the operations named in such certificate. 521 §4 NAVIGATION COMPANIES. 8. Directors, election of. § 3. The stock, property and concerns of such company shall be managed by not less than five nor more than nine directors, who shall respectively be stockholders in such company, and citizens of the United States, and a majority of whom shall be residents of this state ; and who shall, except the first year be annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the company, and public notice of the time and place of holding such election shall be published not less than twenty days previous thereto, in a newspaper printed in the place where the principal office for the management of the said company shall be situated, which election shall be conducted in all respects in conformity with, and shall be subject to the provisions contained in the second article of title two, of the said chapter eighteen ; each stockholder shall be entitled to as many votes as he owns shares of stock in the said company. The directors named in the articles of associa- tion shall appoint inspectors of the first election from among the stockholders who are not directors. 4, Calls upon stockholders for money. § 4. It shall be lawful for the directors 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 instalments, as the directors shall deem proper 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 demand or notice requiring such pay- ment, and addressed to the defaulter or defaulters, shall have been published for three successive weeks, in any newspaper in the place where the principal office of the said company shall be situated; but the recovery by action of any instalment shall preclude the corporation 522 ' NAVIGATION COMPANIES. § 8 from forfeiting any stock, by reason of the non-payment of such instalment. ’ 5. Liability of stockholders to laborers. § 5. The stockholders of any corporation formed in pursuance of this act, shall be jointly and severally indi- vidually liable for all the debts that may be due and owing to all their laborers and operatives for services per- formed for such corporation. 6. To creditors. § 6. The stockholders of any such corporation shall be severally individually liable to the creditors of such corporation, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by such corporation, until the amount of its cap- ital stock shall have been paid in, and a certificate there- of shall have been made and recorded as prescribed in the following section. 7. To file certificate with county clerk. § 7. The president and a majority of the directors of any such corporation within thirty days after the pay- ment of the last instalment of the capital stock of such corporation, shall make a certificate, stating the amount of the capital stock of the corporation, and that the same is paid in, which certificate shall be signed and sworn to by a majority of the directors ; and they shall, within the said thirty days, record the same in the office of the clerk of the county in which is located the principal busi- ness office of such corporation. 8. Time for which stockholders are liable. § 8. But no stockholders shall be personally liable for the payment of any debt contracted by any such corpora- 523 89 NAVIGATION COMPANIES. tion, unless a suit for the collection of such debt shall be brought against such corporation within six years after the debt shall become due; and no suit shall be brought against any stockholder in such corporation, for any debt so contracted, until an execution shall have been returned unsatisfied in whole or in part. 9. Who are stockholders. §9. The term stockholder, as used in this act, shall apply not only to such persons as appear by the books of the corporation or association to be such, but also to every equitable owner of stock, although the same may appear on such books in the name of another person ; and also, to every person who shall have advanced the instalments for purchase-money of any stock in the name of any per- son under twenty-one years of age, and while such per- son remains a minor, to the extent of such advance ; and also to every guardian or other trustee who shall vol- untarily invest any trust funds in such stock; and no trust funds in the hands of such guardian or trustee, shall be in any way liable under the provisions of this act, by reason of any such investment ; nor shall the person for whose benefit any such investment may be made, be re- sponsible in respect to such stock, until thirty days after the time, when such persons, respectively, become com- petent and able to control and dispose of the same ; but the guardian or other trustee making such investment as aforesaid, shall continue responsible as a stockholder until such responsibility devolves upon the person bene- ficially interested therein ; and in respect to stock held by a guardian or other trustee, under a transfer of the same by a third person, or under positive directions by a third person for such investment, the person making such trausfer, or giving such directions, and his executors and administrators shall, for the purposes of this act, be deemed. a stockholder, and the estate of such person, if 524 NAVIGATION COMPANIES. § 10 he be deceased, shall be responsible for the debts and liabilities, chargeable on such stock, according to the pro- visions of this act. 10. Record of names and residences. § 10. A book shall be provided and kept by every cor- poration described in the first section of this act, in which shall be entered the names and residences of the stock- holders in such corporation at the time of the filing the certificate, and the names and residences of the original stockholders of every corporation or associa- tion organized after the day last mentioned, so far as the same are known to the officers of such corporation, the number of shares held by each stockholder, every registered transfer of stock upon the books of the cor- poration after the said last mentioned day, the names of the assignor and asignee, with their residences, and the number of shares transferred. The said book shall be at all times during the usual hours of transacting business, open to public inspection ; a neglect to provide and keep such book ready for examination, as herein provided, shall subject the corporation, whose duty it is to provide and keep the same, to a penalty of one hundred dollars for every day’s neglect, and a refusal by any officer of such corporation or association to exhibit such book to any person demanding the inspection thereof, as herein provided, shall subject such officer to a penalty of fifty dollars ; the said penalties may be sued for, and recovered with costs, by any person who will prosecute for the same, the one moiety thereof to be paid to such person, and the other moiety to be paid into the treasury of the state. In all proceedings under the provisions of this act, the said book shall be presumptive evidence of the truth of the contents thereof, but such presumption may be repelled by evidence by any party or person interested in repelling the same. 525 § 13 NAVIGATION COMPANIES, 11. Stock, how increased or diminished. §11. Any company which may be formed under this act, may increase or diminish its capital stock, by com- plying with the provisions of.this act, to any amount which may be deemed proper and sufficient for the pur- ' poses of the corporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of debts and liabilities shall exceed the amount of capital to which it is proposed to be re- duced, such amount of debts and liabilities shall be satis- fied and reduced so as not to exceed such diminished amount of capital. 12, Existing companies. § 12. Any existing company heretofore formed under 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. 13. Notice to be published. § 13. Whenever any company shall desire to avail itself of the privileges and provisions of this act, or for increas- ing or diminishing the amount of its capital stock, it shall be the duty of the directors to publish a notice signed by at least a majority of them, in a newspaper in the county where the principal office for managing its affairs is situ- ated, if any shall be published therein, at least three suc- cessive*weeks, convening a meeting of the stockholders thereof, specifying the objects 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 a vote of at least two thirds of all the shares of stock shall be necessary to an increase 526 NAVIGATION COMPANIES, § 15 or diminution of its capital stock, or to enable a company to avail itself of the provisions of this act. 14. Meeting of stockholders. § 14. If at any time 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 directors chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those pres- ent, 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 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 whole amount of debts and liabilities of the company, and the amount to which 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 company shall be entitled to the privileges and provisions, and be subject to the liabilities of this act, as the case may be. 15, Saving clause for Pacific Ocean. (Laws of 1853, ch. 124.) {Section 1 amends the title and § 2 the text of Laws of 1852, ch. 228.] § 3. Nothing in the act hereby amended shall be so construed as to prevent the vessels of any company, 527 § 17 NAVIGATION COMPANIES. organized under said act, from entering any of the ports in the Pacific Ocean or its tributaries. 16. Companies heretofore formed may increase capital under this act; further certificate ; filing of. (laws of 1867, ch. 419.) [Section 1 amends Laws of 1852, ch. 228.) § 2. Any company which has been heretofore formed under the said act may increase its capital stock to the amount named in the said first section, as hereby amend- ed, by making a certificate to that effect, signed and ac- knowledged as in said section is prescribed, and by filing the same as is therein required, and upon compliance. with sections thirteen and fourteen of the act hereby amended. And any such company desiring or intending to navigate steamships, or ships or vessels using caloric engines, between any other or additional ports than those named in its original certificate, may from time to time file in the office of the secretary of state, and in the office of the clerk of the county in which the original certificate was filed, a further certificate, in which shall be stated such additional ports between which such company desire to navigate vessels, and thereafter such company may navigate its vessels between such ports, with the like effect as if the said ports had been named in the original certificate. II. IntaAND CoMPANIES TO NAVIGATE THE LAKES AND RIVERS. 17. How companies may be formed. (Laws of 1854, ch. 3.) SEcTION 1. Any seven or more persons, who may de- sire to form a company for the purpose of building for their own use, equipping, furnishing, fitting, purchasing, chartering, navigating and owning vessels to be propelled 528 NAVIGATION COMPANIES. § 20 solely or partially by the power and aid of steam, or other expansive fluid or motive power, to be used in all lawful commerce and navigation upon the waters of Lake George, and for the transportation of passengers, freights and mails, may organiz2 and become and be a body po- litic and corporate, in fact and in name, by complying with and becoming subject to all the provisions of an act entitled ‘‘ An act for the incorporation of companies formed to navigate the ocean by steamships,” passed April twelfth, eighteen hundred and fifty-two. 18, Subject to the provisions of prior act. § 2. All the provisions of the aforesaid act, entitled ‘‘An act for the incorporation of companies formed to navigate the ocean by steamships,”’ passed April twelfth, eighteen hundred and fifty-two, are hereby declared to be applicable and extended to companies formed, or to be formed, under the provisions of this act. 19, Capital stock. § 3. The capital stock of any company formed under the provisions of this act shall not be less than twenty thousand dollars nor more than two hundred thousand dollars, anything in this act to the contrary notwith- standing. 20. Incorporation of company; what certificate to contain. (Laws of 1854, ch. 282.) Section 1. At any time hereafter, any five or more persons, who may desire to form a company for the pur- pose of building for their own use, equipping, furnish- ing, fitting, purchasing, chartering or owning steam, sail or other boats, ships, or vessels, or property, to be used in lawful business, commerce, trade or navigation upon the lakes or rivers, and for the carriage, transportation or 34 529 § 21 NAVIGATION COMPANIES. storing, of lading, freight, mails, property or passengers on such lakes and rivers, may make, sign and acknowl- edge before some officer competent to take the acknowl- edgment of deeds, and file in the office of the clerk of the county in which the principal office for the manage- ment of the business of the company shall be situated, anda duplicate thereof in the office of the secretary of state, a certificate, in writing, in which shall be stated the corporate name of such company, except that such corporate name shall not be the name of any company which shall have been before formed under this act, and the specific objects for which the company shall be formed, stating particularly the amount of the capital stock of such company, which shall not be more than two » million dollars, nor less than three thousand dollars, the term of its existence not to exceed twenty years, the number of shares of which the said stock shall consist, the number of directors, and their names, who shall man- age the affairs of such company for the first year, and the name of the city, or town or county in which the prin- cipal office for managing the affairs of such company is to be situated. [Thus amended by Laws of 1878, ch. 394. | 21, General powers. § 2. When the certificate shall have been filed as afore- said, and twenty per cent of the capital named paid in, the persons who shall have signed and acknowledged such certificate, and all others who thereafter may be holders of any share or shares of the capital stock, and their sucdéssors, shall be a body politic and corporate, in fact and in name, by the name stated in such certificate, and by that name shall have succession, and shall be capable of suing and being sued in any court of law or equity, and they and their successors may have a common seal,.and may make and alter the same at pleasure ; and they shall, 530 NAVIGATION COMPANIES. § 22 by their corporate name, be capable in law of purchas- ing, holding, owning, hiring, leasing and conveying any real or personal estate or property whatever, which may be necessary to enable such company to carry on the opera- tions and business mentioned in such. certificate, and all other real or personal estate or property which shall have been bona fide mortgaged or pledged to such company by way of security, or conveyed to such company in satisfaction or part satisfaction of any debt or debts pre- viously contracted in the course of the transaction of the business of such company, and all other real or personal estate or property which shall be purchased by such company atsales upon judgments, orders or decrees which shall be obtained for such debts or in the course of the prosecution thereof; but no corporation formed under this act shall mortgage, pledge or create any other lien upon any personal or real property until all the capital stock shall be fully paid in, and then no such mortgage, pledge or lien shall be made or created, except to secure the purchase-money of property upon which such liens are created. 22. Directors; notice of election. § 3. The stock, property, affairs and concerns of such company shall be managed by not less than three or more than thirteen directors, who shall respectively be stockholders of such company, and who shall, except those for the first year, be annually elected by the stock- holders of such company at such time and place as shall be directed by the by-laws of such company. Public notice of the time and place of holding such election shall be published not less than thirty days previous thereto, in a newspaper printed in the city or town in which the principal office for the management of the affairs of such company shall be situated, and if there be no newspaper published in such city or town, then in the newspaper the 531 § 24 NAVIGATION COMPANIES. principal office of the publication of which is nearest to such principal office of such company ; which election shall be conducted in all respects in conformity with and shall be subject to the provisions contained in the second article of title two, of chapter eighteen of the Revised © Statutes, except as in this act may be otherwise provided. Such elections shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy ; and such elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in such company, and the persons receiv- ing the greatest number of votes shall be directors ; and when any vacancy shall happen among the directors, occasioned by death, incapacity, resignation, the sale of stock 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 such company. The directors named in the certificate aforesaid shall appoint inspectors of the first election from among stockholders who are not directors. 23. Failure to elect not to dissolve company. § 4. In case it shall happen at any time that an election of directors shall not be made on the day designated by the by-laws of such company, when it ought to have been made, the company for that reason shall not be dissolved ; _ but it shall he lawful, on any other day, to hold an elec- tion for directors, in such manner as shall be provided for by the said by-laws; and all acts of directors shall be valid and binding as against such company until their successors shall be elected. 24. Officers. § 5. The directors of such company shall have power to appoint a president and to appoint or employ such other subordinate officers as the by-laws of such company may designate, and to require any or all of such presi- 5382 NAVIGATION COMPANIES. § 26 dent and other officers to give such security for the faith- ful performance of their respective duties as such direct- ors may require; and the director shall have power to remove such president and other officers, respectively, at pleasure. Such officers shall respectively have such powers and perform such duties in the management of the property, affairs and concerns of such company, sub- ject to the control of the directors, as the by-laws of such company shall prescribe. A majority’ of the directors for the time being shall constitute a quorum for the trans- action of business. 25. Payment of subscriptions. § 6. It shall be lawful for the directors 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 instalments as the directors shall deem proper, 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 stock- holders within sixty days after a demand or notice re- quiring such payment shall have been published three successive weeks, as is prescribed in section three ; but the collection by action of any instalment shall preclude the company from forfeiting any stock by reason of the non-payment of such instalment. 26. By-laws. § 7. The directors shall have power to make such reason- able by-laws, not inconsistent with the laws of this state or of the United States, as they shall deem proper for the management and disposition of the property, affairs and concerns of such company ; for prescribing the powers and duties of the officers of such company; for the appointment of such officers, and for the transaction and 533 § 29 NAVIGATION COMPANIES. carrying on all kinds of business within the objects and purposes of such company. (27, Stock. § 8. The stock of such company shall be deemed per- sonal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of such company ; but no shares shall be transferable until all previous calls thereon shall have been fully paid in; and it shall not be lawful for any such company to use any of its funds in the purchase of any stock in any other corporation formed under the laws of this state, or to hold the same, unless the same shall have been bona fide pledged, hypothecated or transferred to such company by way of ‘security for, or in satisfaction, or part satisfaction, of a debt or of debts - previously contracted in the course of the transaction of ' the business of such company, or unless the same shall be purchased by such company at sales upon judgments, orders or decrees which shall be obtained for such debts, or in the course of the prosecution thereof ; and no rail- road company or corporation shall have, own or hold any stock in any company to be formed under this act. 28. Proof of incorporation. § 9. The copy of any certificate of incorporation filed in pursuance of this act, certified by the county clerk in whose office the same is filed, under his official seal, to be a true copy of and of the whole of such certificate, shall ‘be received in all courts and places as presumptive legal pone of the matters therein stated. 29. Liability of stockholders. § 10. The stockholders of such company shall be jointly, severally and individually liable to the creditors of such company (to an amount equal to the amount of 534 NAVIGATION COMPANIES. § 30 stock held by them respectively) for all debts and con- tracts made by such company, and for all claims and demands against such company (until the whole amount of capital stock fixed and limited by such company shall have heen paid in, and a certificate thereof shall have been made and recorded, as prescribed in the follow- ing section), and the capital stock so fixed and limited shall all be paid in, at least one half thereof within one year, and the remainder thereof within two years from the incorporation of such company, or such company shall be dissolved. 30. How stock to be paid in; duty of the court. § 11. Nothing but money shall be considered as pay- ment of the capital stock of such company, except as herein provided. The president and a majority of the di- rectors of such company, within thirty days after the pay- ment of the last instalment of the capital stock so fixed and limited by such company, shall make a certificate stating the amount of the capital stock of such company so fixed, limited and paid in, which certificate shall be signed and sworn to by the president and a majority of the directors of such company ; and they shall, within the said thirty days, procure the same to be recorded in the office of the clerk of the county in which is located the principal office of such company. The directors of such companies may purchase steamboats, vessels, boilers, engines, machinery, wharves, docks, storehouses and other property necessary for their business, and issue stock to the amount of the actual cash value thereof, 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 payment, 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 to the company, but shall be 535 § 32 NAVIGATION COMPANIES. reported, in this respect, according to the fact. [Thus amended by Laws of 1865, ch. 691, post. ] 31. When stockholders to be personally liable. § 12. No stockholder shall, in any case, be personally _ liable for the payment of any debt contracted by, or claim or demand against such company, unless an action for the collection of such debt, claim or demand shall be brought against such company within one year after the same shall have become due or shall have accrued ; and no action or proceeding shall be brought or maintained against any stockholder in such company for any such debt, claim or demand until an execution against the property of such company therefor shall have been re- turned unsatisfied, in whole or in part. 32, Dividends, § 13. Before any dividend shall be declared and paid, and at least once in each year, a certificate shall be made and signed by a majority of the directors of such company, and by the president thereof, and by the secre- tary thereof, if there be such an officer, which certificate shall state the property and claims and demands of such company, and as far as the same shall be known, the ‘claims and demands against the same, and the fair cash value of the property, personal and real respectively, be- longing to said company, which certificate shall be veri- fied by the oath of the president of such company, and of the secretary thereof, if there be such an officer, and shall be filed the same as the certificate mentioned in sec- tion ope of this act shall be filed, and no dividend shall be declared and paid unless the value of the property, claims and demands of such company, over and above the amount of the claims and demands against the same, as appears from such certificate, shall be as much as the capital stock of such company. 536 NAVIGATION COMPANIES. § 34 | ai Penalty for declaring dividends when insol- vent. § 14. If the directors of any such company, present and voting on the same, shall declare and pay any dividend when such company is insolvent, or any dividend the payment of which would render it insolvent, or which would diminish the amount of its capital stock, or shall declare and pay any dividend before the making, verify- ing and filing of the certificate mentioned in the last pre- ceding section, or when the value of the property, claims and demands of such company shall not exceed the amount of claims and demands against the same to the amount in this section mentioned, they shall be jointly and severally liable for all the debts of such company then existing, and for all claims and demands against such company then existing, and for ali debts, claims and demands thereafter contracted and incurred while they shall respectively continue in office; provided, that if any of the directors so present and voting shall object to the declaring of such dividend, or to the payment of the same, and shall file a certificate of his or their objection, in writing, with the secretary of such company, if there be such an officer, and if not, then with the president thereof, and with the clerk of the county in which the principal office of such company shall be situated, the director or directors so objecting and so filing such objection shall be exempt from such liability. 34, Penalty for making false certificate. § 15. If any certificate made in pursuance of the provi- sions of this act shall be false in any material representa- tion, all the officers who shall have signed the same shall be jointly and severally liable for all the debts and lia- bilities of the company contracted or incurred while they are stockholders or officers thereof. 537 § 37 NAVIGATION COMPANIES. 35. Liability of executors, etc. § 16. No person holding stock in any such company as executor, administrator, guardian or trustee, and no per- son 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 con- sidered as holding the same, and shall be liable as a stqck- holder accordingly ; and the estate and funds in the hands of such executor, administrator, guardian or trus- tee shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person inter- ested in such trust fund, would have been if he had been. living and competent to act and hold the same stock in his own name. The whole liabilities of any such com- pany, other than for advancements upon freights and tolls, shall not at any time exceed twice the amount of the capital stock paid in, nor twice the cash value of the property owned by such company, and the directors of such company shall be severally and jointly individually liable for all liabilities of said companies exceeding the amount of capital stock paid in. 36. Vote of executors, etc. § 17.. 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 Beare) as a stockholder, 37. Liability of stockholders. § 18. The stockholders of such company shall be jointly, severally and individually liable for all debts that may be due and owing to all the laborers and ser- 538 NAVIGATION COMPANIES. § 39 vants of such company for services performed for such company ; but no action or proceeding shall be brought or maintained against any stockholder for any such debt until the same shall have been due and unpaid thirty days. 38. Increase or decrease of stock. $19. Any company which may be formed under this act may increase or diminish its capital stock by comply- ing with the provisions of this act; but such increase shall not be toa sum more than the larger sum specified in the first section, and such diminution shall not be to a sum less than the smaller sum specified in said first sec- tion. Before such company 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 stock 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 such capital stock. 39. Notice of intention to alter capital. § 20. Whenever any such company shall desire to call a meeting of the stockholders for the purpose of increasing or diminishing the amount of its capital stock, it shall be the duty of the directors to publish a notice, signed by at least a majority of them, at least six successive weeks, as is prescribed in section three, previous to the day fixed upon for holding such meeting, specifying the object of such meeting, the time and place when and where such meeting shall be held, and the amount of which it shall be proposed to increase or diminish the capital stock. And such association shall, upon complying with the provisions of the said act, become a body corporate. and shall have the powers, and be subject to the provi sions in the said act, and in the several acts ainending the same, contained, not inconsistent herewith. And any telegraph company now owning or using any telegrapl line, either wholly or partly within this state, may become a body corporate, and entitled to the benefit oi the provisions herein contained, on filing in the office 01 the secretary of state a certificate of a resolution adoptec by a majority of its board of directors to organize unde1 this act ; which said certificate shall contain the specifi- cations required by: the said recited act, and shall be proved or acknowledged, and recorded in the manne therein prescribed. 19. Authority to construct lines of telegraph. § 2. Such association is authorized to erect and con- 757 § 20 TELEGRAPH COMPANIES. struct, from time to time, the necessary fixtures for such lines of telegraph, upon, over or under any of the public roads, streets and highways; and through, across -or under any of the waters within the limits ‘of this state, subject to the restrictions in the said recited act contain- ed; and also to erect and construct such fixtures upon, through or over any other land, subject to the right of the owner or owners thereof to full compensation for the same. f And if any such association cannot agree with the | owner or owners of any land taken or used by such asso- ciation for the compensation to be paid therefor, it shall, and may be lawful for such association, or such owner or owners, to apply to the county court of the county in which such lands are, by petition, stating the facts in re- lation thereto; and after the expiration of twenty-one days from the filing of such petition, and notice thereof given to such association, or to the owner or owners of such land, as the case may be, it shall be the duty of the said court to appoint five disinterested persons to make a just and equitable assessment and appraisal in the manner directed by the said recited act, of the loss or damage, if any, which may have been, or is likely to be sustained by the owner or owners of such land taken or used as aforesaid, while such land shall have been, or shall continue to be used as aforesaid. And such assess- ment and appraisal shall determine the annual rent or compensation to be paid by such association for such use, or in lieu thereof, a sum in gross as the compensation for allowing the fixtures belonging to such association per- manently to continue, and the same to be repaired, im- proved’ and renewed, or removed from time to time, as such association may require. 20. Report of cost of works; Taxation. § 3. Every such company owning or using a line of electric telegraph, partly within, and partly beyond the 758 TELEGRAPH COMPANIES. § 23 limits of this state, shall render to the proper officer a true report of the cost to such company of their works within this state; and the stock of such company in amount equal to such cost, or the dividends thereof, shall be subject to taxation in the same manner, and at the same rate, as the stocks or dividends of other companies incorporated by the laws of this state are subject.* 21. Liability of share or stockholders. § 4. The liability of any share or stockholder in any company organized under this act, as provided for in the act of which this is an amendment, shall only apply to the amount due by any such share or stockholder in such company, and unpaid, on or for any such share or stock. 22. Qperators exempt from jury and militia duty. (Laws of 1861, ch. 215.) Section 1. That the operators, assistant operators, clerks and other persons, in the employ of the different telegraph companies in the state of New York, and while doing duty in the offices of said companies, or along the’ routes of their telegraph lines, shall be exempt from mili- tia duties and serving on juries, and from any fine or penalty for neglect thereof. (Code of 1877.) § 1080 [Sub. 10.] . . An operator or assistant operator employed by a telegraph company who is actually doing duty in an office, or along the railroad or telegraph line of the company by which he is employed. 23. Corporate rights of telegraph companies ex- tended. (Laws of 1862, ch. 425.) Section 1. Any telegraph company which is duly in- * See ante, Part I., 258, etc. Tax upon gross earnings, see ante, Part I., 268. 759 § 24 TELEGRAPH COMPANIES. corporated under and in pursuance of the act entitled ‘* An act to provide for the incorporation and regulation of telegraph companies,’ passed April twelfth, eighteen hundred and forty-eight, may construct, own, use and maintain any line or lines of electric telegraph not de- scribed in their original certificate of organization, whether wholly within or wholly or partly beyond the limits of this state, and may join with any other corpora- tion or association in constructing, leasing, owning, using or maintaining such line or lines, and may own and hold any interest in any such line or lines, and may become lessees of any such line or lines, upon the terms and conditions and subject to the liabilities prescribed in said act, so far as such provisions are applicable to the con- struction, using, maintaining, owning or holding of tele- graph lines, or any interest therein, pursuant to the pro- visions of this act. 24. Certificate to be filed with secretary of state. § 2. In case any company incorporated as before men- tioned shall become the owners or lessees of, or engage in the construction, use or maintenance of, any line or lines of electric telegraph, not described in their original certificate of organization, or:shall join with any other corporation or association in leasing, constructing, own- ing, using or maintaining any such line or lines, or shall own or hold any interest in such line or lines, or shall become lessee of any such line or lines, such company, within one year after constructing or becoming such own- ers or lessees, or after joining with any other corporation or asséciation in such construction, leasing or ownership, or after acquiring any other interest in such line or lines, shall file in the office of the secretary of state of this state a certificate describing the general route of such line or lines, designating the extreme points connected thereby, as provided in section two‘of the act hereby amended ; 760 TELEGRAPH COMPANIES. § 26 which certificate shall be executed by at least two thirds of the directors of such corporation under their hands and seals, and shall be acknowledged by them as pre- scribed in subdivision five of the second section above mentioned. ‘ 25. Provisions relating to filing certificates of companies already formed. § 3. Any telegraph company incorporated as mentioned in the first section of this act, which before the passing of this act shall have purchased, constructed or leased, or shall have joined with any other corporation or associa- tion in the purchase, construction or leasing, or shall have become the owner or holder of any interest in any line or lines of telegraph not described in their original certificate of organization, may, within one year after the passing of this act, make and file in the office of the sec- retary of state such certificate as is provided in the second section of this act, and upon the filing of such certificate, their acts, if otherwise within the provisions of this statute, shall be as valid and effectual as if done after the passing of this act, saving all existing rights of other persons. 26. Consolidation and union of companies. (Laws of 1870, ch. 568.) SEecTion 1. In order to perfect and extend the connec- tions of telegraph companies in this state, and promote their union with the telegraph systems of other states, any telegraph company organized under the laws of this state may lease, sell or convey its property, rights, priv- ileges and franchises, or any interest therein, or any part thereof, to any telegraph company organized under, or ‘ created by, the laws of this or any other state, and may acquire by lease, purchase or conveyance the property, ‘rights, privileges and franchises, or any interest therein, 761 § 29 TELEGRAPH COMPANIES. or any part thereof, of any telegraph company organized under, or created by, the laws of this or any other state, and may make payments therefor in its own stock, money or property, or receive payment therefor in the stock, money or property of theycorporation to which the same may be so sold, leased or conveyed ; provided, however, that no such purchase, sale, lease or conveyance by any corporation of this state shall be valid until it shall have been ratified and approved by a three fifths vote of its board of directors or trustees, and also by the consent thereto in writing or by vote ata general meeting, duly called for the purpose, of three fifths in interest of the stockholders in such company, present or represented by proxy, at such meeting. 27. To receive despatches from and for other lines. (Laws of 1879, ch. 377.) SEcTION 1. It shall be the duty of the owner or the association owning any telegraph line, doing business within this state, to receive despatches from and for other telegraph lines and associations, and, on payment of their regular charges to individuals, to transmit the same with impartiality and good faith, under the penalty of one hundred dollars for every neglect or refusal so to do, to be recovered with costs of suit in the name and for the benefit of the person or persons or association sending or desiring to send such despatch. 28, Repeal. § 2. sAll acts and parts of acts inconsistent with this act are hereby repealed. 29, Companies may lay wires under ground. (Laws of 1879, ch. 397.) SEotion 1. Any company or companies organized and 762 TELEGRAPH COMPANIES. § 31 incorporated under the laws of this state for the purpose of owning, constructing, using and maintaining a line or lines of electric telegraph within this state or partly with- in and partly beyond the limits of this state, are hereby authorized, from time to time, to construct and lay lines of electrical conductors under ground in any city, village or town within the limits of this state, subject to all the provisions of law in reference to such companies not in- consistent with this act; provided that such company shall, before laying any such line in any city, village or town of this state, first obtain from the common council of cities, the trustees of villages, or the commissioners of highways of towns, permission to use the streets within such city, village or town for the purposes herein set forth. [Thus amended by Laws of 1881, ch. 483.] 30. Act, how to be construed. § 2. Nothing in this act contained shall be so construed as in any way to limit, alter or affect the provisions or powers relating or granted to telegraph companies here- tofore created by special act of the legislature of this state, except in so far as to confer on any such company the right to lay electrical conductors under ground ; and nothing in section seven of title three of chapter eighteen of part one of the Revised Statutes shall be so construed as to apply to any telegraph company heretofore incor- porated under a special act of the legislature of this state. [Thus amended by Laws of 1881, ch. 483.] 31, Telegraph companies to make return; what the return to state; duty of assessors; of treasurer. (Laws of 1881, ch. 597—An act to provide for fixing the manner of assessing certain real estate of telegraph companies.) SecTIon 1. It shall be the duty of the several telegraph companies owning a line or lines of telegraph within this state to return under the oath of its president or secre- 763 §1 TOWING COMPANIES. tary or treasurer, on or before the first day of May, in each year (or at least twenty days before the time requir- ed by law for the delivery of the assessment-rolls by the assessors), to the comptroller of the state, and also to the treasurer of each county in which any portion of the lines of such company is located (in the city of New York, such return to be made to the commissioners of taxes and assessments thereof), a statement showing the total length of such lines within each county with the cost of construction, including all equipments or what would be the cost of reconstruction thereof on the first day of Jan- uary preceding the date of such return, and it shall be the duty of the assessors in each assessment district in which such property is located, to insert in the assessment books thereof, for the purposes of taxation, as the value of such property within said district, such proportion of the cost of construction or reconstruction as the length of the lines of such company within such district bears to the aggregate length of all the lines of such company within the county. The treasurer of such county shall notify all town and city clerks by sending to them a copy of the sworn statement received by him from any tele- graph company as herein provided.* See Rariroaps, V. TEMPERANCE. See Crus. TOWING COMPANIES. 1, Objects and mode of incorporation. (Laws of 1864, ch. 337.) Section 1. Any three or more persons may organize and form themselves into a corporation in like manner, * Telegraph poles, wires and appurtenances are taxed locally as real estate. See ante, Part I., 279, 764 TOWING COMPANIES, 83 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 dis- tress on any of the navigable rivers and lakes in or bor- dering 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 pri- vate individuals performing service as salvors. 2. Duties and obligations. § 2. 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. 3. Towing by animal and steam power.* (Laws of 1880, ch. 241.) § 2. The organization of any corporation for the pur- pose of towing or propelling canal boats, vessels, rafts or floats on the canals and navigable rivers of the state of New York, by animal or steam power, their operations not to be confined to the county in which their certificates shall be filed, formed since the passage of chapter three hundred and seventy-four, of the laws of eighteen hun- dred and seventy-seven, and all the acts of the trustees of any such corporation, organized in compliance with the provisions of such last-named chapter, are hereby made as legal in all respects as if the said last-named chapter * The business of towing or propelling canal boats, vessels, rafts or floats on the canals and navigable rivers of the state of New York, by animal or steam power, was inserted in section one of the manufacturing act of 1848 by the Laws of 1877, ch. 374, but omitted when the section was amended in 1879 (ch. 290), and reinserted by amendment of 1880, ch. 241, § 1. 765 § 2 ‘TRANSPORTATION. had remained in full force, and every such corporation so organized is hereby declared to have existence and to have the same powers and privileges in all respects as if the said act, being chapter three hundred and seventy- four of the laws of eighteen hundred and seventy-seven, -had been in full force in all respects at the time of the formation of any such corporation. See Manuractrorss, IT. TRANSPORTATION. 1, Tickets to be furnished by steamboats. (Laws of 1868, ch. 573-—An act to afford the same facilities to passengers or property transported by steamboat on the Hudson River as is afforded by railroad.) Srcrion 1. The proprietors of any steamboat, or line of steamboats, navigating the Hudson river, are hereby authorized and empowered to furnish tickets, upon being paid therefor, for the transporation of passengers from any station on the line of any railroad terminating at the city of Albany or Troy, for the conveyance of such pas- sengers from the city of Albany or Troy to the city of New York, on their said steamboats. On such tickets being furnished to any such railroad company it shall be their duty to require their ticket agent, at any station on the line of their road, to sell such tickets, and to any ° passenger who shall make application therefor, at a price which shall be equal to the amount of fare charged upon such road to the city of Albany or Troy, with the addi- tion of such price as shall be fixed by the proprietor of such Steamboat for the transportation of such passenger from Albany or Troy to New York. 2. Baggage checks, § 2. The proprietors of said steamboat, or line of steam- boats, are also authorized and empowered to furnish 766 TRANSPORTATION. § 3 baggage checks for the transportation of any passenger’s baggage through to the city of New York by the way of their said steamboats, and on such checks being furnished to the baggage-master, at any station on the line of said railroads, it shall be his duty to check baggage on the application of any passenger through to the city of New York, which baggage, on its arrival in the city of Albany or Troy, shall be delivered up to the authorized agent of any steamboat, or line of steamboats, to be transported from the railroad to the steamboat, on which such pas- senger contemplates going, without the check being re- moved from such baggage. And said baggage shall be transported from railroad station to steamboat landings, and from steamboat landing to railroad station, by said steamboat owners, free of charge. 3. Tickets to be furnished by railroads. § 3. It is hereby made the duty of every railroad com- pany, which terminates at the city of Albany or Troy, on application being made therefor by the proprietor of any steamboat, or line of steamboats, navigating the Hudson river, to furnish them with tickets for the transportation of passengers from the city of Albany or Troy to any point on the line of their respective roads, to be sold by such steamboat proprietors in their respective offices, and to receive and transport the baggage of any passenger whieh shall be checked through to any point beyond the city of Albany or Troy; such tickets to be hold and paid for to the railroad or steamboat company, which shall furnish the same at the price charged by such com- pany for the conveyance of such passenger to the place which such ticket purports to carry him. The object and intent of this act being to compel railroad companies to furnish the same facilities to passengers going to or from the city of New York by boat as is afforded those who go by the railroad. 767 §5 TRANSPORTATION. 4, Transfer of freight. § 4. If any freight shall be delivered at any station on the line of any railroad which terminates in the city of Albany or Troy for transportation to the city of New York, which is marked to go to New York via boat, or any particular line of boats, it shall be the duty of the railroad company to whose agent such freight shall be delivered, to receive the same and transport it with all convenient speed to the city of Albany, and on its arrival there, the company over whose road the same has been transported shall forthwith cause to be notified the: agent of the steamboat line by which it is directed to be sent, and shall deliver the same to such agent, with the bill of charges thereon due such railroad company, for the payment of which charges the proprietor or propri- etors of such steamboat line shall be responsible. But the railroad company transporting such freight shall not charge for its transportation over its road any greater sum than they charge for carrying the same kind of freight the same distance over their road if the same were trans- ported from Albany or Troy to New York by railroad, and any freight delivered by the authorized agent of any steamboat or steamboat company, for transportation over any railroad which shall have been brought from New York by boat, shall be transported by such railroad com- pany to its place of destination for the same price as it would be if brought from New York by railroad. 5. Penalty. §5. Any railroad company in this state, whose agent or sefvants shall neglect or refuse to sell tickets or fur- nish a check, as is provided for in this act, when the same shall have been furnished them, shall be liable to the same penalty as is provided for in section thirty-seven of the act passed April second, eighteen hundred and fifty, entitled ‘“‘ An act to authorize the formation of railroad 768 TURNPIKE AND PLANK-ROAD COMPANIES. §1 corporations and to regulate the same,’’ and no fare or toll shall be collected or received from any passenger whose application for such ticket or check shall have been refused, for riding over the road of said company, and in addition thereto, the said railroad corporation shall be liable to a penalty of two hundred and fifty dollars, to be recovered in the name of the proprietor or proprietors of any steamboat line navigating the Hudson river, in any court of competent jurisdiction, for each day they shall neglect or refuse to comply with the provisions of this act, unless such neglect or refusal is caused by a fail- ure on the part of such steamboat proprietor or proprie- tors to furnish tickets and checks as herein provided for. 6. Limitation. § 6. The provisions of this act, so far as relates to the sale of tickets and furnishing of checks, shall not apply to either the Hudson River or New York and Harlem railroad companies. See Ferny, Manuracrunes, IT., Navicarion, Or Companies, Prez Linz, Ratw- RoaD, Stace Coaca. TRUST COMPANIES. See Gvuaranren, IT. TURNPIKE AND PLANK-ROAD COMPANIES. L REe@uLarion oF TURNPIKE CoMPANIES INCORPORATED BY SPECIAL ACT. 1, Corporation created by special act. (Art. I. of Title 1. of ch. 18 of R. S. of 1830.) Srorion 1. All such persons as shall hereafter be in- corporated by an act of the legislature, for the purpose of making a turnpike road, shall be a body al a6 by 49 69 85 TURNPIKE AND PLANK-ROAD COMPANIES. the name given in the act of incorporation ; and as such, they and their successors shall have power to purchase, hold and enjoy such real and personal estate, not exceed- ing the amount to be prescribed in such act, as shall be necessary to fulfil the ends of their incorporation.* 2. Books to be opened. § 2. Each of the persons who shall be named in such act, as a commissioner for receiving subscriptions, shall furnish himself with a book for that purpose, which shall be kept open for two years, unless one sixth of the whole number of shares shall be sooner subscribed. t 3. Payment on subscription. § 8. Each subscriber shall pay to the commissioner receiving his subscription, and at that time, on each share that he shall subscribe, one tenth of the sum fixed in the act of incorporation, as the amount of one share, and the residue to the president and directors to be elected, at such time and place, as they shall from time to time require. Theshares subscribed shall be deemed and con- sidered to be personal estate.t 4, Notice of choosing directors. § 4. As soon as one sixth part of the whole number of shares fixed in such act, as the capital of the corporation, shall have been subscribed, the commissioners shall, by advertisement, to be published in two of the public news- papers printed nearest to the route of the road, give at, least thirty days’ notice, of the time and place, when and where, the subscribers shall meet to choose directors.§ 5. Directors to be elected. / §5. At the election so appointed, the commissioners * 1B. L, 1813, 228, 81. + Id. § 2. t Id. § Id. 770 TURNPIKE AND PLANK-ROAD COMPANIES. § 9 present shall preside; and the subscribers present, or their proxies, by a plurality of votes, shall elect by ballot nine stockholders, to be directors of the corporation for the ensuing year.* 6. Books and money to be delivered to directors. § 6. The commissioners shall deliver their respective subscription books, to the directors so chosen at their first meeting, and shall then pay over to such directors, the moneys received by them, respectively, on such subscrip- tions. + 7, Annual election. § 7. An election for directors shall thereafter be an- nually held, on the same day of the same month on which .. the first election was held ; and at each election, includ- ing the first, the stockholders present, by a plurality of | votes, shall elect by ballot, three persons, to preside at the next succeeding election.t 8. How, if not held. § 8. If an annual election shall not be held on the day fixed by law, it shall be held in the same manner, and with the like effect, on some early day, to be appointed by the directors then in office, who shall give and publish the same notice thereof, as is required in respect to the first election ; and who, after the day on which such elec- tion ought to have been held, shall be incapacitated from doing any act as directors, except such as may be neces- sary to give effect to the election so to be appointed.§ 9. Duty of presiding officers. ‘89. The persons presiding at each election, shall imme- diately after receiving the ballots, openly estimate the * 1B. L. 1813, 228, § 2. + id. ¢ Jd. § Id. T71 § 14 TURNPIKE AND PLANK-ROAD COMPANIES. votes, and thereupon make and subscribe a certificate of the result. Of the first election, they shall make a return to the directors chosen, at their first meeting thereafter.* 10. Rule as to voting. § 10. Each stockholder, in person or by proxy, shall, at each election be entitled, on the shares then held by him, to one vote for each share, to the number of ten, and for every five shares above that number, to one additional vote.+ 11, Quorum. § 11. Five directors shall be a board for the transaction of business, and the acts of a majority of the board shall bind the corporation. 12. President. 812. The directors at their first meeting after their election, shall elect by ballot, one of their number as president.§ 13. Vacancies. § 13. The board shall supply every vacancy that may occur in the office of a director, and the person chosen shall hold his office until the next annual election. They shall also supply from the directors, every vacancy that shall occur in the office of president ; and one of the members present shall be chosen by a plurality of votes, to preside at every meeting of the board, from which the presidgnt shall be absent. | 14, Duties and powers of directors. § 14. The president and directors shall have power, and it shall be their duty, *1R.L.1813,228,§2 +1. tm Sid |i 172 TURNPIKE AND PLANK-ROAD COMPANIES. § 14 1. To meet from time to time, at such es as they may deem expedient : 2. To make such by-laws, rules and sepatitinns: as in their judgment, the affairs of the corporation shall re- quire : 3. To appoint such subordinate officers, artists and workmen as they shall deem necessary to execute the business of the corporation : 4. To continue to receive subscriptions of shares, until their whole capital stock shall be subscribed, unless it shall have been ascertained, that a less sum will be suffi- cient to fulfil the ends of their incorporation : 5. To demand at such time and in such proportion as they shall see fit, from the respective stockholders, the sums of money due on their respective shares, under pain of the forfeiture of such shares, and of all previous pay- ments thereon, to the corporation : 6. To declare by a by-law in what manner, and under what restrictions, the shares of their capital stock shall be transferable: 7. To construct, complete, and keep in constant repair, the road, with all the necessary buildings and appurte- nances, for the making of which they shall have been in- corporated : 8. To keep a fair and just account of all tolls received, and of all moneys disbursed, and deducting costs and _charges, to make and declare a dividend of the clear profits and income of the road, among the stockholders, on the first Tuesday of May, and the first Tuesday of November, in every year: 9. To publish a notice of each dividend, in one or more of the public newspapers printed nearest to the route of © the road, and of the time and place of the payment thereof, and to pay the same accordingly : 10. To report to the comptroller, within six months after the road shall be completed, an account of the ex- 773 §17 TURNPIKE AND PLANK-ROAD COMPANIES, | penses of its construction, and to exhibit annually to the comptroller, an account of the sums arising from the tolls, of the disbursements and of the dividends, actually made within the year.* 15, Forfeiture of corporate powers. § 15. Every company so incorporated shall cease to be a body corporate, 1. If within two years from their incorporation, they shall not have commenced the construction of the road described in the act of incorporation : and 2. If within five years from such incorporation, such -yoad shall not be completed according to the provisions of this title, and of the act of incorporation.+ - 16. Dissolution. $16. Every such corporation may be dissolved by the legislature, when by the income arising from the tolls, it shall have been compensated for all moneys expended in purchasing, making, repairing and taking care of its road, and have received in addition thereto, an average annual interest at the rate of ten per cent ; and on such dissolu- tion, all the rights and property of such corporation, shall vest in the people of this state. 17. Road, how laid out. ; (Art, IL. of Title I. of ch. 18 of R. S. of 1830.) § 17. The road directed to be made by each company so incorporated, shall be laid out by three, or any two of three, commissioners to be appointed by the governor: such commissioners must not be interested in any turn- pike road, nor live in a county through which the road directed shall pass.§ * 1B. L, 1813, 228, §$9to13. +1 §14. tid $4.83. QI4, TURNPIKE AND PLANK-ROAD COMPANIES. § 20 18. Duty of commissioners. § 18. It shall be the duty of such commissioners, 1. To lay out the road directed, without favor or par- tiality, according to their best judgment and understand- ing, in such manner as shall best promote the objects of the corporation, and the interests of the public: 2. To cause to be made an accurate map of their survey of such road, in every county through which it shall pass, designating therein the several particular points near or through which it passes, and to deposit and file such map in the office of the clerk of the county.* 19, Pay. § 19. Each commissioner, for each day he shall be necessarily employed in the performance of such duty, shall receive the sum of three dollars, to be paid, together with the expenses of surveys and maps, by the corpora- tion to which the road shall belong.t 20. Road, how constructed. § 20. Such road shall be constructed by the president and directors of such corporation, in the manner follow- ing: 1, It shall be laid out not less than four rods wide, and twenty-two feet of such width shall be bedded with stone, gravel, sound wood, or other hard substance, well com- pacted, and of sufficient depth to secure a good and solid foundation : 2. It shall be faced with gravel or broken stone, of a depth not less than nine inches, in such manner as to, secure a firm and even surface, rising in the middle by a gradual arch : 3. The ditches on'each side thereof shall, when practi- cable, be so made, as to render easy the passing of sleighs * 1B. L, 1813, 228, § 3. + Id. 15 § 22 TURNPIKE AND PLANK-ROAD COMPANIES. therein, and shall be so formed as to permit carriages con- veniently to pass on and off the turnpike, where it shall be intersected by other roads : 4, It shall be made of such width as may be practica- ble, not less than twenty-two feet in any one place ; and without a ditch on the lower side in each place where, on account of the steepness of side-hills or rocks, it cannot, in the opinion of the commissioners, be made of the full width above required : 5. The lower side, where it shall not be of full width, shall be furnished with a strong and sufficient fender or railing, of the height of at least four feet above the sur- face of the road along which such fender shall be con- structed.* 21. Mile stones, etc. § 21. A mile stone or post shall be erected and main- tained by the corporation on each mile of the road, on which shall be fairly and legibly marked or inscribed, the distance of such stone or post from the place of the com- mencement of the road ; and when such road shall com- mence at the end of any other road, having mile stones or posts, on which the distance from any city or town is marked, a continuation of that distance shall in like man- ner be inscribed.t 22. Guide posts. § 22. A guide post shall also be erected at the intersec- tion of every public road, leading into or from the turn- pike, dn 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.+ * 1B. L, 1813, 228, § 5. + Id. § 8. t Td. 776 TURNPIKE AND PLANK-ROAD COMPANIES. § 25 23. Prohibition. § 23. No director of the corporation to which it shall belong, shall be concerned directly or indirectly in any contract for the making or working of the road, or any part thereof, during the time he shall be a director.* § 24. No contractor for the making of such road, or any part thereof, shall make a new contract for the perform- ance of his work; or any part thereof, other than by hiring hands, teams, carriages or utensils, to be superin- tended and paid by himself, unless such new contract and its terms be laid before the board of directors, and be approved by them.t 24, Land may be agreed for. § 25. After the road shall have been laid out by the commissioners, the president and directors of the com- pany to which it shall belong, may agree with the owners of the land through which it shall pass, for the purchase of so much thereof as shall be necessary for the making of the road, and the accommodation of gates, toll-houses, and other works thereto belonging.t+ 25. If no agreement be made, how damages to be assessed, § 26. In every case where the owner of land so required, shall be absent from the county, or shall not from any cause be capable in law so to agree, or shall refuse to agree, the value of such land, and the damages to the owners, shall be ascertained, in the manner following : 1. One of the judges not interested in the road, of the court of common pleas of the county in which the land shall be situated, upon application of the president and directors, shall, by an instrument in writing, signed by him, appoint three freeholders of the county, not inhabi- * 1B. L, 1813, 228, § 15. + Ha. t 1d. § 3. TT ~~ § 25 TURNPIKE AND PLANK-ROAD COMPANIES. tants of any town through which the road shall pass, and not interested in the road or lands to be appraised, as appraisers : 2. The president and directors shall give notice to the appraisers of their appointment, and the appraisers, or any two of them, shall thereupon name a day for meet- ing on the land, and performing the duties required of them ; which day shall not be more than twenty, nor less than ten days from such notice of their appointment : 3. The president and directors shall give at least ten days’ notice to the owners of the land required, of the time and place of meeting, so appointed by the apprais- ers; but if any such owner be absent, or subject to any legal disability to contract, a copy of such notice may be left. at the dwelling house of such owner, or at some public place on the lands to be appraised : 4. Each appraiser, before he shall proceed to execute his trust, shall take and subscribe in writing, before a justice of the peace in the county, the oath or affirmation prescribed in the constitution of this state : 5. The appraisers shall then proceed to view the prem- ises, and without favor or partiality, to assess the damages sustained by the respective owners of the lands deemed necessary by the president and directors, to be taken and appropriated for the road : 6. They shall make an inquisition, under their hands and seals, or the hands and seals of any two of them, de- scribing such land, and stating the amount of damages, if any, which each owner of lands or improvements so taken and appropriated, has sustained, or will sustain, in con- sequenge thereof : 7 The inquisition shall be acknowledged by the appraisers signing it, before one of the judges of the county in which the lands are situated, and so acknowl- edged, shall be filed by them, together with their oath or affirmation of office, in the clerk’s office of such county, 7718 TURNPIKE AND PLANK-ROAD COMPANIES. § 27 within thirty days after it shall have been made, to be by such clerk recorded in a book for recording deeds, at the expense of the corporation.* 26. When company may enter on land. § 27. The president and directors, upon payment of the several sums so assessed as damages, in the inquisition so made, or upon making a legal tender thereof, when the moneys shall be refused, shall be entitled to enter on the lands described in the inquisition and shall have and hold the same, to them, their successors and assigns forever.+ § 28. If on any parcel of the lands so described, there shall be no person then living, authorized to receive the damages assessed for such parcel, and such damages shall not have been lawfully demanded within ten days after the filing of such inquisition, the president and directors may enter thereon, without payment or tender of such damages ; but subject to such payment, whenever — the same shall be thereafter lawfully required. § 29. Such president and directors shall not enter on and take possession of any public highway, until it shall have been appraised and paid for, in the same manner as private property, and the amount appraised for each highway so taken, shall be paid to the commissioners of highways in the town to which it shall belong, to be by them applied in improving the roads in such town.§ 27. Old road. § 30. Whenever an appraisement shall be made of the lands on any old road, used as such by prescription, on which a turnpike shall be laid out, the appraisers shall set down the value of the soil and of the improvements, and the moneys paid by any town for making such im- provements, in separate sums; and the sum for which * 1B, L, 228, § 3. + Id. t Id. § Id. 779 § 30 TURNPIKE AND PLANK-ROAD COMPANIES. the soil is appraised shall be paid to the owners thereof, and the value of the improvements, and the sums paid therefor, by any town, shall be paid to the commissioners of highways of the town in which such old road shall be situate. * 28. Pay of judge and appraisers. § 31. The president and directors procuring the appoint- ment, shall pay to the judge for appointing appraisers, one dollar, and to each appraiser, two dollars for every day he shall be necessarily employed in his duties as such.t+ 29. Inspectors to be appointed. (Art. III, of Title I. of ch. 18 of R. 8. of 1830.) . § 32. As soon as the president and directors of any company incorporated under this title, shall have com- pleted their road, or any ten miles thereof, they shall give notice thereof, to the governor, who shall thereupon appoint three discreet freeholders, not interested in any turnpike, to view the road as described in the notice, and to report to him, in writing, whether the same is com- pleted in a workmanlike manner, according to the requi- sitions of this title, and of the act of incorporation. 380. Gates to be erected. § 33. If such report shall be in the affirmative, it shall be the duty of the governor, by license under his hand, and the privy seal of the state, to permit the president and difectors, to erect so many gates and turnpikes, on the road reported, as shall be sufficient for the collection thereon, of the tolls authorized by law.§ * 1B. L. 1813, 228, § 3. + Id. § 4. t 1d. §6. § Id. 780 : TURNPIKE AND PLANK-ROAD COMPANIES, § 33 31. Toll-gatherers. § 34. The president and directors shall then appoint toll gatherers, to collect, at each gate so erected, from the persons using the road, such toll as shall be authorized in their act of incorporation.* 32. Their powers. | § 35. Each toll gatherer may asta: and prevent from passing through his gate, the persons riding, leading, or driving animals or carriages subject to toll, until they shall have paid respectively the tolls authorized by law.t 33. When tolls not to be collected. § 36. No tolls shall be collected at any gate of any company incorporated under this title in either of the following cases : 1. From any person passing to or from public worship, or a funeral ; to or from a grist-mill for the grinding of grain for family use ; or to or from the blacksmith’s shop to which he usually resorts for work there to be done. 2. From any person going for a physician or midwife, or returning from such errand; going to or returning from court when legally summoned as a juror or witness ; going to or returning from a militia training, which, by law, he is required to attend ; or going to a town-meeting or election at which he is entitled to vote, for the purpose of giving such vote, and returning therefrom : 3. From any person residing within one mile of the gate at which toll is demanded, unless he shall be em- ployed in the carriage or transportation of the property of other persons, not so residing : 4. From troops in the service of this state, or of the United States. t * 1B. L. 1813, 228, § 7. + Id. $12. L. 233, § 7; Laws of 1818, p. 52. 781 § 36 TURNPIKE AND PLANK-ROAD COMPANIES. § 37. From carriages having wheels, of which the tire or track is, 1. Twelve inches wide, no tolls : 2, Nine inches wide, one fourth only of the tolls other- wise payable : 3. Six inches wide, one half only of such tolls, Shall be collected. * 34, List of tolls. 8 38. It shall be the duty of the president and direct- ors, to affix and keep up, at or over each gate, in some conspicuous place, so as to be conveniently read, a printed list of the rates of toll demandable at such gate. + 85. Fixing of toll-gates. § 39. It shall: be lawful for the county judge of the county in which any toll-gate is or may hereafter be erected, on any turnpike road, to determine and fix the location thereof, and to order any such gate to be removed whenever its location shall do injustice to the public or to the corporation owning such road: Such order shall be in writing, and be served on the collector of tolls at such gate, by the said judge or a commissioner of highways ; and after thirty days from the time of such service, it shall not be lawful for the said corporation to receive tolls at such gate until the same shall be removed to such '* place on said road as shall be approved by the said judge. [1886, ch. 284, as modified 1847, ch. 280, § 29.] 36. Tnspectors, ete. (Art. IV. of Title I. of ch. 18 of R. 8. of 1830.) § 39. In each county of this state, in which there is or shall be any turnpike road, there shall be not less than * 1B. L. 233, § 7; Laws of 1818, p. 52. + Id. 782 TURNPIKE AND PLANK-ROAD COMPANIES. § 88 + three, nor more than five inspectors of turnpikes, neither of whom shall be interested in any turnpike within the state. * 37. Powers. § 40. The persons appointed to such office, shall be the inspectors of all the turnpike roads within their county, except in cases, where, by the act of incorporation, a special provision for the inspection of the road is made. But where the president, directors and company of any turnpike shall have refused or neglected to obtain the appointment of inspectors of their road, or when there shall be no inspectors of such road in office, or those in office shall refuse or neglect to serve when called upon, the county inspector shall, in respect to such turnpike, exercise all the powers conferred by this article, until in- spectors for such road shall be appointed according to the act incorporating the same, and until such inspectors shall accept their appointment and agree to serve.t 38. Duty on complaint that road is out of repair. § 41. It shall be the duty of each inspector to whom a complaint in writing shall be made, that a turnpike road, or a part of such road, in his county is out of repair, without delay to view and examine the road complained of; and if he shall find such complaint to be just, he shall give notice in writing of the defect, to the toll- gatherer, or person attending the gate nearest to each place out of repair, and in such notice may, in his discre- tion, order such gate to be thrown open ; but no inspector or inspectors shall order such gate to be opened, unless a notice in writing shall have been served on the gate- * 2B. L. 225, § 1. See Laws of 1873, ch. 440, post; and 1872, ch. 779. + Id. §§ 1 and 3; Laws of 1819, p. 308, §§ 1 and 3 ; Act concerning the Revised Statutes, passed December 10th, 1828, § 15. 783 § 41 TURNPIKE AND PLANK-ROAD COMPANIES. keeper nearest to the place out of repair, particularly describing such place, at least three days previous to making such order.* 39. Proceedings. § 42. Immediately after the service of such notice, each gate ordered to be thrown open, shall be opened ; nor shall it be again shut, nor any toll be collected thereat, until one of the inspectors for the county, shall have granted a certificate, that the road is in sufficient repair, and that such gate ought to be closed.t 40. When to view road out of their county. § 43. Whenever any part of a turnpike road shall be out of repair, and the gate to which it has relation is situated in an adjoining county for which inspectors shall have been appointed, such inspectors, upon a com- plaint in writing, shall view and examine the road com- plained of, and proceed thereon according to the pro- visions of this article, in like manner as if the road so complained of was within the county where such gate is situated. 41. Penalty for not opening gate, etc. § 44. Every keeper of a gate ordered to be thrown open, who shall not immediately obey such order, or who shall not keep open such gate until a certificate permit- ting it to be closed shall be granted, or who, during the time such gate ought to be open, shall hinder or delay any pérson in passing, or take or demand any tolls from any person passing, shall, for each offence, forfeit the sum of ten dollars to the party aggrieved.§ * 2K. L, 225, 8§ 1 and 3; Laws of 1819, p. 308, $8 1 and 3 ; Act concern- ing the Revised Statutes, passed Dec. 10th, 1828, § 15. + Id. ¢ Id. § Id. 784 TURNPIKE AND PLANK-ROAD COMPANIES. § 45 42, Inspector, when to give notice. § 45. It shall be the duty of each inspector, who, upon due examination, shall have discovered a turnpike road. within his county, to be out of repair, or that any gate thereon is placed in a situation contrary to law, to give notice in writing of such defect or default, to one or more of the directors of the company to which such road shall belong.* 43. Contents of notice. § 46. In such notice, he shall require the defective road. to be repaired, or the gate improperly placed to be re- moved, within a certain time to be fixed in the notice ; and in his discretion may order, that in the mean time, the gates on such road, or such of them as he shall specify, be thrown open.t 44, Proceedings if not complied with. § 47. If the requisitions of such notice be not obeyed, it shall be the duty of such inspector, to make immediate complaint to the attorney-general, or the district-attorney for the county, whose duty it shall be to prosecute the delinquent company, in the name of the people of this state. Such corporation, if convicted of having suffered. their road to be out of repair, or having placed one or more of the gates thereon in a situation contrary to law, shall be fined in a sum not exceeding two hundred dollars. 45. Compensation of turnpike inspectors. § 48. To each inspector of turnpikes, who shall view a turnpike road upon complaint made to him, shall be allowed the sum of two dollars for each day spent by him in the performance of such duty. If he shall ad- * 2B, L, 225, § 3. + Id. t Id. 50 785 ® § 49 TURNPIKE AND PLANK-ROAD COMPANIES. judge the road viewed to be out of repair, such fees shall be paid by the company to which the road shall belong ; otherwise, they shall be paid hy the party making the complaint.* 46. How paid. § 49. Such fees, when payable by the company, shall be paid by the toll-gatherer nearest the road adjudged out of repair, on demand, and out of the tolls received or to be received by him ; and may be recovered, with costs, of such toll-gatherer, if he shall neglect or refuse to make such payment.t 47, Penalty on toll-gatherers. § 50. Every toll-gatherer, who, at any turnpike gate, shall unreasonably hinder or delay any traveller or pas- senger liable to the payment of toll, or shall demand and receive from any person more toll than by law he (is authorized to collect, shall, for each offence, forfeit the sum of five dollars to the person aggrieved.t* 48. How collected. . § 51. Whenever a judgment is obtained against a toll- gatherer for a penalty, or for damages, for acts done or omitted to be done by him in his capacity of toll-gatherer, and goods and chattels of the defendant to satisfy such judgment cannot be found, it shall be satisfied by the corporation whose officer he shall be ; and if, on demand, payment be refused by the corporation, the amount thereof may be recovered, with costs, of such corpora- tion.§ ¢ 49, Commutation. § 52. The president and directors of every turnpike * OR. L, 225, § 3. + Id. (t1R. L, 234, § 9. § Id. ; 2B. L. 226, $4. 786 TURNPIKE AND PLANK-ROAD COMPANIES. § 52 corporation created or to be created, may from time to time commute with any person, whose place of abode shall adjoin or be near to their road, for the toll payable at the nearest gate on each side of such place of abode ;~ but no such commutation shall be for a longer time than one year, and it may be renewed at the end of each period . for which it shall be made.* 50. Election on Sunday. § 53. Whenever the day of election for directors of any such corporation shall happen on a Sunday, such election shall be held on the day next following.t 51. Penalties. § 54. Every person who shall, 1. Wilfully break, cut down, deface or injure any mile stone or post, on any turnpike road : or, 2. Wilfully break or throw down any gate or turnpike on such road : or, _ 3. Dig up or spoil any part of such road, or anything thereunto belonging : or, 4, Forcibly or fraudulently pass any gate thereon, without having paid the legal toll : For each offence, shall forfeit to the corporation in- jured, the sum of twenty-five dollars, in addition to the - damages resulting from his wrongful act. § 55. Every person who, to avoid the payment of the legal toll, shall, with his team, carriage or horse, turn out of a turnpike road, or pass any gate thereon, on ground adjacent thereto, and again enter on such road, shall for each offence forfeit the sum of five dollars to the corpora- tion injured.§ 52. Hoist-gates to be equally balanced. § 56. No hoist-gate shall be erected on any turnpike, * OR, L, 227, § 5. 4 Id. § 7. ¢ 1B. L, 234, § 8. § Ia. 187 § 53 TURNPIKE AND PLANK-ROAD COMPANIES. unless it be suspended by a chain and weight equally | balanced, so as to require manual force to raise and lower such gate; and every turnpike company violating this provision, shall forfeit five dollars for every twenty-four hours such gate shall remain erected, to any person who will prosecute for the same, not being a director, stock- holder or agent of such company.* Il. GeneraL Act FOR THE INCORPORATION OF PLANK- RoaD AND TURNPIKE-ROAD COMPANIES. 53. Corporation, how to be created. (laws of 1847, ch. 210.) SxcTion 1. Any number of persons not less than five, may be formed into a corporation, for the purpose of constructing and owning a plank road, or a turnpike road, by complying with the following requirements : Notice shall be given in at least one newspaper, printed in each county through which said road is intended to be constructed, of the time and place or places where books for subscribing to the stock of such road will be opened ; and when stock to the amount of at least five hundred dollars for every mile of the road so intended to be built, shall be in good faith subscribed, then the said sub- scribers may, upon due and proper notice, elect directors for the said company ; and thereupon, they shall sever- ally subscribe articles of association, in which shall be set forth the name of the company, the number of years that the same is to continue, which shall not exceed thirty years from the date of said articles ; whether it is a plank road or a turnpike, which the company is formed to construct ; the amount of the capital stock of the com- * Laws of 1819, p. 308, § 4; Act concerning the Revised Statutes, passed December 10th, 1828, § 15. 788 TURNPIKE AND PLANK-ROAD COMPANIES. § 55 pany ; the number of shares of which the said stock shall consist ; the number of directors, and their names, who shall manage the concerns of the company for the first year, and shall hold their offices until others are elected ; the place from and to which the proposed road is to be con- structed ; and each town, city or village into or through which it is intended to pass, and its length, as near as may be. Each subscriber to such articles of association, shall subscribe thereto his name and place of residence, and the number of shares of stock taken by him in said company. The said articles of association may, on com- plying with the provisions of the next section, be filed in the office of the secretary of state, and thereupon, the per- sons who have so subscribed, and all persons who shall from time to time, become stockholders in such com- pany, shall be a body corporate, by the name specified in such articles, and shall possess the powers and privileges, and be subject to the provisions contained in titles three and four of chapter eighteen of the first part of the Re-. vised Statutes. [Thus amended by Laws of 1849, ch. 250. ] 54, Articles of association, when to be filed. § 2. Such articles of association shall not be filed in the office of the secretary of state, until five per cent on the amount of the stock subscribed thereto, shall have been actually and in good faith paid, in cash, to the directors named in such articles, nor until there is indorsed there- on, or annexed thereto, an affidavit made by at least three of the directors named in such articles, that the amount of capital stock required by the first section has — been subscribed, and that five per cent on the amount has actually been paid in. 55. Copy to be evidence. § 3. A copy of any articles of association filed in pur- 789 § 57 TURNPIKE AND PLANK-ROAD COMPANIES. suance of this act with a copy of the affidavit aforesaid indorsed thereon or annexed thereto, and certified to be a copy by the secretary of this state or his deputy, shall in all courts and places be presumptive evidence of the incorporation of such company, and of the facts therein stated. 56. Company to make application to supervisors, § 4. Whenever any such company shall be desirous to construct a plank road or turnpike road through any part of any county, it shall make application to the board of supervisors in such county at any meeting thereof le- gally held, for authority to lay out and construct such road, and to take the real estate necessary for such pur- pose ; and the application shall set forth the route and charter of the proposed road as the same shall have been described in the articles of association filed as aforesaid. Public notice of the application shall be given by the company previous to presenting the same to such board by publishing such notice once in each week for six suc- cessive weeks in all the public newspapers printed in such county, or in three of such newspapers if more than three are published in such county, which notice shall specify the time when such application will be presented to such board, the character of the proposed road, and each town, city and village in or through which it is proposed to construct the same. 57. Special meeting of supervisors. § 5. If such company shall desire a special meeting of the board of supervisors for hearing the same, any three members of such board may fix the time of such meet- ing, and a notice thereof shall be served on each of the other supervisors of the county, by delivering the same to him personally or by leaving it at his place of resi- dence at least twenty days before the day appointed for 790 TURNPIKE AND PLANK-ROAD COMPANIES. § 60 such meeting. The expenses of such special meeting and . of notifying the members of such board thereof, shall be paid by such company. 58. Owners of land may be heard. § 6. Upon the hearing of the said application, all per- sons residing in such county or owning real estate in any of the towns through which it is proposed to construct such road, may appear and be heard in respect thereto. Such board may take testimony in respect to such appli- cation, or may authorize it to be taken by any judicial officer of such county, and it may adjourn the hearing from time to time. 59, Application, when to be assented to. § 7. If after hearing such application such board shall be of the opinion that the public interest will be pro- moted by the construction of such road on the proposed route as shall be described in the application, it may, if a majority of all the members elected to such board shall assent thereto, by an order to be entered in its minutes, authorize such company to construct such a road upon the route specified in the application, and to take the real estate necessary to be used for that purpose, a copy of which order certified by the clerk of such board the said company shall cause to be recorded in the clerk’s office of such county before it shall proceed to do any act by virtue thereof. 60. Commissioners to be appointed to lay out road, § 8. Whenever any such board shall grant such an ap- plication, it shall appoint three disinterested persons who ‘are not the owners of real estate in any town through which such road shall be proposed to be constructed, or in any town adjoining such town, commissioners to lay 791 § 60 TURNPIKE AND PLANK-ROAD COMPANIES. out such road ; the said commissioners after taking the oath prescribed by the Constitution shall proceed with- out unnecessary delay to lay out the route of such road in such manner as in their opinion will best promote the public interest; they shall hear all persons interested who shall apply to them to be heard, they may take testi- mony in relation thereto, they shall cause an accurate survey and description to be made of such route and of the land necessary to be taken by such company for the construction of such road and the necessary buildings and gates, they shall subscribe such survey and acknowl- edge its execution as the execution of deeds is required to be acknowledged, in order that they may be recorded, and they shall cause such survey to be recorded in the clerk’s office of such county. If such company shall in- tend to construct its road continuously in or through more than one county, such application shall specify the number of commissioners which the company desire to have appointed to lay out such road, which shall not ex- ceed three for each county, and an equal number of such commissioners shall be appointed by the board of super- visors of each county in or through which it shall be pro- posed to construct such road, but the whole number of such commissioners shall not be less than three, nor without the consent of such company shall it exceed six, unless the number of counties in or through which it is proposed to construct such road shall exceed that num- ber. And the commissioners so appointed shall lay out the whole of such road, and shall make out a separate survey of so much thereof as lies in each county, which shall bé subscribed and acknowledged as aforesaid and recorded in the county clerk’s office of such county. Such company shall pay each of the said commissioners two dollars for every day spent by him in the perform- ance of his duties, as such commissioner, .and his neces- sary expenses, 792 TURNPIKE AND PLANK-ROAD COMPANIES. § 62 61. Provision respecting orchards, etc. § 9. No such road shall be laid out through any or- chard to the injury or destruction of fruit trees, or through any garden without the consent of the owner thereof, if such orchard be of the growth of four years or more, or if such garden has been cultivated four years or more before the laying out of such road, nor shall any such road be laid out through any dwelling house or buildings connected therewith, or any yards or enclosures necessary for the use and enjoyment of such dwelling without the consent of the owner, nor shall any such company bridge any stream where the same is navigable by vessels or steamboats, or in any manner that will pre- vent or endanger the passage of any raft of twenty-five feet in width. 62. Roadway of turnpike when to be used; in case of dissolution. § 10. No plank road shall be made on the roadway of any turnpike company withont the consent of such com- pany ; and any plank-road company formed under this act shall have power to contract with any turnpike com- pany connecting therewith for the purchase of the road- way, or part of the roadway, or the stock of such turn- pike company, on such terms as may be mutually agreed upon, and in case the purchase of such stock of such turnpike-road company, such stock shall be held by such plank-road company for the benefit of the stockholders of such plank-road company in proportion to the amount of stock held by each stockholder in such plank-road company at the time of such purchase or at any time afterward. Upon and after the purchase of the whole of the stock of such turnpike-road company by such plank- road company, the directors of such plank-road company for the time being, and their successors, shall be the sole directors of such turnpike-road company, and shall man- 793 § 62 TURNPIKE AND PLANK-ROAD COMPANIES. age the affairs thereof pursuant to the charter of such turnpike-road company, and shall render an account of the same annually to the stockholders of such plank-road company. Incase of a dissolution of such plank-road company, the stockholders of such plank-road company at the time of such dissolution shall be the stockholders of such turnpike-road company in proportion to the amount of stock held by each in said plank-road com- pany ; and from thenceforward the stock of such turn- pike-road company shall be deemed divided into shares equal in number to the shares of stock of such late plank- road company, and scrip therefor shall be issued accord- ingly to each of the last stockholders of such plank-road company. Whereupon the officers of such turnpike-road company shall be the same in number and power as pro- vided for in the charter of such turnpike-road company, and shall be chosen by such former stockholders of such plank-road company or their assigns, each share of stock as above provided for entitling the holder thereof to one vote. After such purchase of the stock of such turnpike- road company, and prior to the dissolution of such plank- road company, the assignment of stock in said plank- road company shall carry with it its proportional amount of the stock in such turnpike-road company, and entitle the holder thereof to his share of the dividends derived from such turnpike road. Whenever a plank road shall be made as provided in this act on or adjoining a route of any turnpike road, the company owning such turnpike road is authorized to abandon that portion of their road on or adjoining the route of which a plank road is actually constructed and used ; but nothing herein con- tained shall be so construed as to prevent any plank road from crossing any turnpike road, nor any turnpike road from crossing any plank road. [Thus amended by Laws of 1857, ch. 643.] 4 TURNPIKE AND PLANK-ROAD COMPANIES. § 65 63, Company may take possession of land. § 11. The route so laid out and surveyed by the said commissioners shall be the route of such road, and such company may enter upon, take and hold, subject to the provisions of this act, all such lands as the said survey shall describe as being necessary for the construction of such road and the necessary buildings and gates. But before entering upon any of such lands, the company shall purchase the same of the owners thereof, or shall, pur- suant to the provisions of this act, acquire the right to enter upon, take and hold the same. 64, Where land cannot be purchased. § 12. If any owner of such lands shall from any cause be incapable of selling the same, or if such company can- not agree with him for the purchase thereof, or if after reasonable diligence the name or residence of such owner cannot be ascertained, the company may acquire the title to such real estate by the special proceeding provided for the acquisition of lands for railroad purposes by chapter one hundred and forty of the laws of eighteen hundred and fifty, and the laws amendatory thereof, and supple- mentary thereto; provided that the title so gained shall extend no further than the uses for a plank road or turn- pike, and all the provisions of said article fifth inconsist- ent with this act are hereby repealed. [Thus amended by Laws of 1881, ch. 674, sub nom., § 82 of art. 5, ch. 18, tit. 1 of part 1 of the R. 8., that being the description of the section as contained in the sixth edition of the R. S.\* 65. Case to be submitted to a jury. $13. On receiving such petition, the said judge shall appoint a time for drawing such jury which shall be * Laws of 1881, ch. 674, §2. Nothing in this act contained shall apply to affect any road or turnpike now existing. 795 § 67. TURNPIKE AND PLANK-ROAD COMPANIES. drawn from the grand jury box of the county by the clerk thereof, at his office. Atleast fourteen days’ notice of the time and place of such drawing shall be served per- sonally upon each owner of lands described in the peti- tion, who shall be known and reside in the county where the lands lie or by leaving the same at his resi- dence, and such notice shall be served on all other own- ers in the manner aforesaid or by putting the same into the post-office directed to them at their respective places of residence and paying the postage thereon, or by pub- lishing the same once in each week for two successive weeks in a newspaper printed in such county, the first of which publication shall be at least fourteen days before such drawing. 66. Provision in case of married women, etc. § 14. In case any lands described in such petition shall be owned by a married woman, infant, idiot or insane person, or by a non-resident of the state, the said judge shall appoint some competent and suitable person having no interest adverse to such owner to take care of the in- terests of such owner in respect to the proceedings to ascertain such compensation and damages. And all such notices as are required to be served on any owner residing in such county, shall be served upon the person so ap- pointed in like manner as on such owner ; but any person so appointed to take care of the interests of any such non-resident may be superseded by him. 67. Drawing and summoning jury. § 15. The said judge shall attend such drawing and shall decide upon any challenge made to any juror drawn by any person interested. Twenty-four competent and disinterested jurors and as many more as the said judge se shall be drawn ; the clerk shall make, certify 96 TURNPIKE AND PLANK-ROAD COMPANIES. § 69 and deliver to the judge and to any party requiring the same a list of them, and the ballots drawn shall be re- turned to the box. The said judge if he shall deem it necessary, may at any subsequent time direct the draw- ing of an additional number of jurors, and they shall be drawn, and all proceedings in relation to such drawing shall be had in the manner hereinbefore provided. Before proceeding to draw any such jury the company shall furnish to the said judge proof by affidavit satisfac- tory to him, of the time and manner of serving and pub- lishing notice of such drawing, which affidavit shall be filed in such clerk’s office; and no such jury shall be drawn unless it shall appear to the satisfaction of the said judge that the provisions of this act in respect to giving notice of such drawing have been complied with. 68. Number of jurors to be drawn. § 16. From the jurors so drawn the said judge shall draw as many as he shall deem necessary to secure the attendance of twelve, and he-shall issue his precept directed to the sheriff of such county, either of his depu- ties or any constable of such county to summon the jurors so drawn by the said judge, to attend at the time and place therein specified to ascertain such compensa- tion and damages. And we may from time to time, in case of the absence or inability to serve of any juror directed to be summoned, draw and direct to be sum- moned as aforesaid, as many as may be necessary in his opinion to secure the attendance of twelve. 69. Jurors, when and how summoned. § 17. Every juror named in any such precept, shall, at least four days before the day therein specified for ‘his attendance, be summoned personally, or by leaving at his residence, a notice containing the substance of such pre- 797 § 72 TURNPIKE AND PLANK-ROAD COMPANIES. cept. The officer serving such precept shall return it to the said judge, with an affidavit of the manner of serving the same, and of the distance necessarily travelled by him for that purpose ; and such officer shall receive for mak- ing such service, six cents a mile for the distance so travelled. 70. Penalty for neglect. § 18. Every juror so summoned, who shall neglect or refuse to attend or serve, in pursuance of such summons, shall be liable to the same penalties, as in case of such neglect or refusal of a person duly summoned as a juror in a court of record, and may be excused by the said judge from attending or serving, for reasons for which such juror might be so excused if summoned as a juror in such court. Every juror attending, shall be entitled therefor to one dollar a day, and his reasonable and necessary expenses to be paid by the company. 71, Witnesses may be subpenaed, -§$19. On the application of any party interested, any judge or justice of the peace, may issue a subpcena re- quiring witnesses to attend before such jury, and such subpoena shall have the same force and effect ; and wit- nesses duly subpoenaed by virtue thereof, and refusing or neglecting to obey the same, shall be subject to the same penalties and liabilities as though such subpcena were is- sued from a court of record, in a suit pending therein. 72, Netice to be given to owners of land. § 20. The time and place of meeting of the jury, to as- certain such compensation and damages, may be fixed by the said judge, by an order to be made by him at any time after receiving such petition; and notice thereof shall be served on the owners whose lands are described 798 TURNPIKE AND PLANK-ROAD COMPANIES. | § 74 in the petition, as follows: on any owner residing in the county, or within fifteen miles of the lands in question owned by him, personally, or by leaving the same at his residence, at least fourteen days before the time so fixed ; on any other owner residing within this state, and whose residence is known, in the manner aforesaid, or by put- ting the notice into the post-office directed to him at his place of residence, and paying the postage thereon ; on any owner residing out of the state, and not within fif- teen miles of the lands in question, owned by him, by putting the notice in the post-office directed and paid as aforesaid, at least forty days before the time so fixed ; and on owners whose residence is unknown ; by publish- ing the notice once in each week for six successive weeks, in one of the public newspapers printed in the county. 73. Duty of jury. § 21. The jurors so summoned, shall meet at the ‘tine and place fixed by the said judge for that purpose, and shall be sworn by him to diligently inquire and ascertain the compensation and damages which ought justly to be paid for the land described in the petition, or for those of them in respect to which they shall be called upon to inquire, to the owners thereof, and for taking the same for such road, and faithfully to perform their duty as such jurors, according to law. 74. Duty of judge. § 22. The said judge shall attend such jurors, shall ad- minister oaths to witnesses called before them, shall take minutes of the testimony given, and admissions of the parties made before them, shall advise such jury as to the law applicable to any case that may arise, shall receive, certify and return to the county clerk’s office, the 799 § 76 TURNPIKE AND PLANK-ROAD COMPANIES. verdicts agreed upon by them, and while so attending, shall have all the powers possessed by a court of record, when trying issues of fact joined in civil cases. 75. Damages to be awarded. § 23. The jury after hearing the parties, and viewing the lands in question, in each case, shall, by a verdict, ascertain and determine the compensation and damages ‘that ought to be paid to the owner for the land, to be taken by the company, and for taking the same for such road, and also the amount that ought to be paid to him for the time spent, and necessary expenses incurred by him in respect to the proceedings, to ascertain and deter- mine such compensation and damages, of which time and expenses, a bill of items shall be presented to the jury, verified by the oath of the owner or his agent, and such compensation and damages shall be ascertained and de- termined without any deduction on account of any real or supposed benefit, which the owners of such lands may derive from the construction of such road. 76. Proof of notice to be produced. § 24. Such jury shall not proceed to a hearing in any case until the company shall have produced to the said judge, satisfactory proof by affidvait, that the notice of the meeting of the jury has been given in such case, ac- cording to the provisions of this act ; and such affidavit shall be attached to and filed with the certificate of the verdict in the case. And on any such hearing, no evi- dence or information shall be given, nor any statement made to the. jury, of any proposition by, or negotiation, between the parties or their agents, in respect to any such lands, or such compensation or damages, nor shall any such petition contain any such statement or infor- mation. 800 TURNPIKE AND PLANK-ROAD COMPANIES. § 79 | 77. Jury to make certificate. § 25. Such jury, finding any such verdict, shall, after agreeing upon the same, make a certificate thereof, and sign and deliver the same to the said judge; and shall embrace therein a particular description of the land, in respect to which it is found. Such certificate may in- clude one or more verdicts, in the discretion of the jury: Every such certificate shall be certified by the judge, to have been made by such jury ; and shall be recorded in the records of deeds, in the clerk’s office of the county where the lands therein described shall lie, at the expense of the company. 78, Provision in case of using highways, § 26. Whenever it shall become necessary for any. such company, to use any part of a public highway for the con- struction of a plank- or turnpike road, the supervisor and commissioners of highways of the town in which such highway is situated, or a majority, if there be more than one such commissioner in such town, may agree with such company, upon the compensation and damages to be paid by said company, for taking and using such highway for the purposes aforesaid. Such agreement shall be in writing, and shall be filed and recorded in the town clerk’s office of such town. In case such agreement cannot be made, the compensation and damages for tak- ing such highway for such. purpose, shall be ascertained in the same manner, as the compensation and damages for taking the property of individuals. Such compensa- tion and damages shall be paid to the said commissioners, to be expended by them in improving the highways of such town. 79, New trial may be applied for. § 27. Any party interested in any such verdict, may, 51 801 § 81 TURNPIKE AND PLANK-ROAD COMPANIES. within twenty days after being notified of the rendition thereof, apply to the supreme court for a new trial, and it may be granted upon such terms as to the costs of the application and of the first trial, as that court shall deem reasonable. If a new trial shall be granted, a jury shall be drawn therefor, and the same proceedings shall be had as are hereinbefore provided. 80. Money, when to be paid. § 28. Within forty days after the rendition of any such verdict, if a new trial shall not be applied for, the com- pany shall pay to the person entitled to receive the same the amount thereof, or shall make a legal tender thereof to him, if he shall refuse to receive the same ; and the com- pany may thereupon enter upon the lands in respect to which such verdict was rendered, and take and hold the same to it and its assigns, so long as it shall be used for the purposes of such a road as such company was formed to construct. 81. Provision in case of non-residents. § 29. If any person entitled to receive the amount of any such verdict be not a resident of this state, or cannot be found therein after diligent search, the company may furnish to the said judge satisfactory proof, by affidavit, of such fact, and he shall thereupon make an order that the amount of such verdict be paid to the treasurer of the county in which the lands lie, in respect to which such verdict was found for the use of such owner, and that. notice $£ such payment shall be given by publishing the same once in each week, for six successive weeks in a newspaper published in the county. On satisfactory proof being made to the said judge, by affidavit, within three months from the time of making the last-mentioned order, of such payment and publication, he shall make 802 TURNPIKE AND PLANK-ROAD COMPANIES. § 82 an order authorizing the company to take and hold the land in respect to which such verdict was rendered, in the same manner and with the same effect as if such pay- ment had been made to the owner personally. The affi- davit and orders mentioned in this section, and all other affidavits and orders made, and precepts issued in the course of the proceedings under this act, in relation to the acquisition of the land to be used for such road, shall be filed in the county clerk’s office, and all such orders shall be recorded by such clerk in the records of deeds, at the expense of the company. 82, Land to be taken and money deposited in cer- tain cases. § 30. If any owner shall apply for a new trial, the com- pany, upon depositing the amount of the verdict sought to be set aside, in such manner as the said judge shall, upon hearing the parties, direct, in trust that the same or so much thereof as the said owner shall be entitled to receive, shall be paid to him on demand, and on giving such security, by bond, as the judge shall approve, for the payment to such owner of any sum which he may be entitled to receive from the company, in respect to the land in question, by reason of any verdict or the judg- ment of any court, for, such compensation, damages, costs and expenses, the company may enter upon and use such lands for the purposes of such road, but the title of the owner thereof shall not be divested until the payment or legal tender to him of the whole amount which he shall be entitled to receive from the company for such compen- sation, damages, costs and expenses ; and on such pay- ment or. tender being made, the company shall be entitled to take and to hold such lands to it and to its assigns so long as the same shall be used for the purposes of such a road, as such company was formed to construct. 803 § 85 TURNPIKE AND PLANK-ROAD COMPANIES. 83. Width of plank roads. § 31. Every plank road made by virtue of this act, shall be laid out at least four rods wide, and 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, so that the same shall form a hard and even surface, and be so constructed as to permit carriages and other vehicles conveniently and easily to pass each other and also, so as to permit all carriages to pass on and off where such road is inter- sected by other roads. 84, Width of turnpike roads, § 32. Every turnpike road that shall be constructed by virtue of this act, shall be laid out at least four rods wide ; and 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, so as to form a hard and even surface, with good and sufficient ditches on each side wherever the same is practicable. The arch or bed of such road shall be at least eighteen feet wide, and shall be so constructed as to permit carriages and other vehicles conveniently to pass each other, and to pass on and off such turnpike where it may be intersected by other roads. 85. Inspectors to be appointed. § 33. In each county of this state, in which there shall be any plank road, or turnpike road, constructed. by vir- tue of this act, there shall be three inspectors of such roads, who shall not be interested in any plank or turn- pike road in such county. They shall be appointed by the board of supervisors of the county, and shall hold their offices during the pleasure of such board. Before entering on their duties, such inspectors shall take and 804 1 TURNPIKE AND PLANK-ROAD COMPANIES. § 88 subscribe the constitutional oath of office, and file the same in the office of the clerk of the county.* 86. To inspect roads and file certificate. § 34. Whenever any such company shall have completed their road, or any five consecutive miles thereof, it may apply to any two of the inspectors to be appointed pur- suant to this act, in the county where said road or a part thereof, so completed and to be inspected is located, to inspect the same ; or if such inspectors, or a majority of them, are satisfied on inspection, that the road so in- spected is made and completed according to the true in- tent and meaning of this act, they shall grant a certificate to that effect, which shall be filed in the office of the county clerk. The inspectors shall be allowed two dol- lars per day for their services pursuant to this section, to be paid by the company whose road they inspect. 87. Rates of toll to be charged. “ § 85. Upon filing as aforesaid such certificate, the com- pany owning any plank-road so inspected, may erect one or more toll gates upon their road, and may demand and receive toll, not exceeding one and a half cents per mile, for any vehicle drawn by two animals, and for any vehi- cle drawn by more than two animals, one half cent per mile for every additional. animal; for every vehicle drawn by one animal, three quarters of a cent per mile ; for every score of sheep or swine, and for every score of neat cattle, one cent per mile ; for every horse and rider, or led horse, half a cent per mile. [Zhus amended by Laws of 1849, ch. 250, and Laws of 1854, ch. 87. ]t 88. Toll gates to be erected. § 36. Upon filing such certificate as aforesaid, the com- * See Laws of 1849, ch. 250, § 7. { See Laws of 1849, ch, 362, and Laws of 1853, ch. 245. 805 § 89 TURNPIKE AND PLANK-ROAD COMPANIES. pany owning any turnpike road so inspected, may erect one or more toll gates upon its road, and may demand and receive toll not exceeding the following rates: Fo every vehicle drawn by one ahimal, three quarters ofa cent a mile ; for every vehicle drawn by two animals, one and one quarter cents a mile; and for every vehicle drawn by more than two animals, one and one quarter cents a mile ; and one quarter cent additional a mile for every animal more than two; for every score of neat cat- tle, one cent a mile; for every score of sheep or swine, one half cent a mile ; and in the same proportion for any greater or less number of neat cattle, sheep or swine ; for every horse and rider, or led horse, one half cent a mile: And in no case shall any such turnpike company charge or receive rates of toll which will enable it to divide more than twelve per cent on its capital stock actually paid in, in cash, and, invested in its road, after paying the ex- penses of managing the same, and keeping it in repair. [Thus amended by Laws of 1854, ch. 87.] 89. Location of gates, how changed. § 37. The commissioners of highways of any town in which a toll gate may be located on any such road, or in an adjoining town, whenever they, or a majority of them, shall be of the opinion that the location of such gate is unjust to the public interest, by reason of the proximity of diverging roads, or for other reasons, may, on at least fifteen days’ written notice to the president or secretary of the said company, apply to the county court of the county in which such gate is located, for an order to altersor change the location of the said gate ; the court, on such application, and on hearing the respective par- ties, and on viewing the premises, if the said court shall deem such view necessary, shall make such order in the matter, as to the said court may seem just and proper ; and either party may, within fifteen days thereafter, ap- 806 TURNPIKE AND PLANK-ROAD COMPANIES. § 99 peal from such order to the supreme court, on giving such security as said county judge shall require: Such order, unless appealed from, shall be observed by the re- spective parties, and may be enforced by attachment or otherwise, as the said court shall direct : And if appealed from, the decision of the supreme court shall be final in the matter: The said county and supreme court may direct the payment of custs in the premises, as shall be deemed just and equitable. 90. Board of directors to manage the affairs. § 88. The business and property of such company shall be managed and conducted by a board of directors, con- sisting of not less than five nor more than nine, who, after the first year, shall be elected at such time and place as shall be directed by the by-laws of such corporation, and public notice shall be given of the time and place of holding such election, not less than twenty days previous thereto, in a newspaper printed in each county in or through which the road of such company is located ; 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 stock- holder shall be entitled to as many votes as he shall own shares of stocks, and the persons having the greatest number of votes, shall be directors; whenever any vacancy shall happen in the board of directors, such va- cancy shall be filled for the remainder of the year by the remaining directors ; the directors shall hold their office for one year and until others are elected in their places ; no person shall be a director unless he is a stockholder . in the company, and no stockholder shall be permitted to vote at any election for directors, on any stock except such as he has owned for the thirty days next previous to the election. 807 § 98 TURNPIKE AND PLANK-ROAD COMPANIES. 91. Calls may be made on stockholders. § 39. The directors of any company incorporated under this act, may require payment of the sums subscribed to the capital stock, at such times, and in such proportions, and on such conditions as they shall see fit, under the penalty of the forfeiture of their stock, and all previous payments thereon; and they shall give notice of the payments thus required, and of the place and time, when and where the same are to be made, at least thirty days previous to the payment of the same, in one news- paper printed in each county, in or through which their road is located, or by sending such notice to such stock- holder by mail, directed to him at his usual place of resi- dence. 92, Shares transferable; increase of capital. § 40. The shares of any company formed under this act, shall be deemed personal property, aud may be transfer- red as shall be prescribed by the by-laws of such com- pany; the directors of every such company may, at any time, with the consent of a majority, in amount, of the stockholders in such company, provide for such increase of the capital stock of such company as may be necessary - to finish the making of a road actually commenced and partly constructed, but the whole capital stock of any company shall not exceed five thousand dollars per mile, for each mile of road. 93. Annual report to be made to secretary of state, § 41. dt shall be the duty of the directors of every com- pany formed under this act, to report annually, to the sec- retary of state, under the oath of any two of such direct- ors, the cost of their road, the amount of all money ex- pended, the amount of their capital stock, and how much paid in, and how much actually expended; the whole 808 TURNPIKE AND PLANK-ROAD COMPANIES, § 95 amount of tools or earnings expended on such road; the amount received during the year, for tolls, and from all other sources, stating each separately, the amount of dividends made, and the amount set apart for a reparation fund, and the amount of indebtedness of such company, specifying the object for which the indebtedness accrued. 94. Office of company to be located. § 42. Within two weeks after the formation of any company, by virtue of this act, the directors thereof shall designate some place within a county, in which, accord- ing to the articles of association of such company, its road, or some part thereof, is to ‘be constructed, at the office of such company ; and shall give public notice thereof, by publishing the same ina public newspaper, published in such county, which publication shall be con- tinued once in each week, for three successive weeks, and shall file a copy of such notice in the office of the county clerk of every county, in which any part of such road is constructed or is to be constructed. And if the place of such office shall be changed, like notice of such change shall be published and filed as aforesaid, before it shall take place, in which notice, the time of making the change shall be specified. And every notice, summons, declaration, or other paper required by law to be served on such company, 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 noon, and between two and five o’clock in the afternoon, of any day except Sunday. 95. List of stockholders to be recorded, with amount of stock. | § 43. It shall be the duty of the directors of any such company, to cause a book to be kept by the secretary, treasurer or clerk thereof, containing the names of all 809 § 95 TURNPIKE AND PLANK-ROAD COMPANIES. - persons alphabetically arranged, who are, or shall, with- in six years, have been stockholders of such company, and showing their places of residence, the number of shares of the stock held by theni respectively, and the time when they respectively became the holders of such shares ; which book shall, from nine o’clock in the forenoon until noon, and from two o’clock in the afternoon until five, on every day except Sunday and the fourth day of July, be open for the inspection .of all persons who may desire to examine the same, at the office of such company, and any and every person, shall have the 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 sec- tion, 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 pro- ceeding against such company, or against’ any one or more stockholders, or against such company and one or more stockholders jointly. 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 a book open for inspection as aforesaid, shall forfeit to the people the sum of fifty dol- lars for every day it shall so neglect, to be sued for and recovered in the name of the people, by the district-at- torney of any county in or through which the road of such company shall be constructed, or shall be, according 810 TURNPIKE AND PLANK-ROAD COMPANIES. § 98 to its articles of association, intended to be constructed, and when so recovered, the amount shall be paid in equal portions to every such county for the use thereof. 96. Liability of stockholders, § 44. The stockholders of every company incorporated under this act, shall be liable in their individual capacity for the payment of the debts of such company, for an amount equal to the amount of the stock they severally have subscribed or held in said company over and above such stock, to be recovered of the stockholder wha is such, when the debt is contracted, or of any subsequent stockholder, and any stockholder who may have paid any demand against such company, either voluntarily, or by compulsion, shall have a right to resort to the rest.of the stockholders who were liable to contribution ; and the dis- solution of any company shall not release or affect the liability of. any stockholder which may have been in- curred before such dissolution. 97. Amount of debt limited. § 45. The debts and liabilities of any company formed under this act shall not exceed in amount, at any one time, fifty per cent of the amount of its capital, actually paid in, and if such debts and liabilities shall at any time exceed such amount, the stockholders who were such, at. the time any excess of debts or liabilities shall be created or incurred, shall be jointly and severally indi- vidually liable for such excess, in addition to their other individual liability, as provided in this act. 98, Actions, how brought. § 46. In any action against any company formed under the provisions of this act, the plaintiff may include as de- fendants, any one or more of the stockholders of such. 811 § 98 ’ TURNPIKE AND PLANK-ROAD COMPANIES. company, who shall by virtue of the provisions of this act, be claimed to be liable to contribute to the payment of the plaintiff’s claim ; and if judgment be given against such company, in favor of the plaintiff for his claim or any part thereof and any one or more of the stockholders so made defendants, shall be found to be liable as afore- said, judgment shall also be given against him or them, and shall show the extent of his or their liabilities indi- vidually. The execution upon such judgment shall direct the collection of the sum for which it may be issued, of the property of such company liable to be levied upon by virtue thereof ; and in case such property sufficient to satisfy the same, cannot be found in the county of the officer to whom the same shall be directed, that the deficiency, or so much thereof as the stockholders who shall be defendants in such judgment shall be liable to pay, shall be collected of the property of such stockhold- ers respectively. And if in any such action, any one or more of such stockholders shall be found not to be liable for the demand of the plaintiff or any part thereof, judg- ment shall be given for the stockholders so found not to be liable, but no verdict or judgment in favor of any such stockholder, shall prevent the plaintiff in such action from proceeding therein against the company alone, or against it and such defendants who are stockholders as shall be liable for such demand or some portion thereof. Suits may be brought against one or more stockholders who are claimed to be liable for any debt owing by the company, or any part of such debt, without joining the company in such suit; but no such suit shall be so broug#t, until judgment on the demand shall have been obtained against the company and execution thereon re- turned unsatisfied in whole or in part, or the company shall have been dissolved ; but it shall not be necessary that such dissolution shall have been declared by any judicial decree, sentence or determination ; and in such 812 TURNPIKE AND PLANK-ROAD COMPANIES. § 101 suit there may be a verdict and judgment in favor of any defendant not liable as aforesaid ; but such verdict and judgment shall not prevent the plaintiff in such suit from proceeding therein against any defendant who shall be liable as aforesaid. 99, Part of Revised Statutes to apply. § 47. Sections seven, eight, nine, eleven, twelve, thir- teen, fourteen, sixteen, twenty-one, twenty-two, twenty- three, twenty-four, thirty, thirty-five, thirty-six, forty- one, forty-two, forty-four, forty-five, forty-six, forty- seven, forty-eight, forty-nine, fifty, fifty-one and fifty-two, of the first title of the eighteenth chapter of the first part of the Revised Statutes shall apply to the companies or- ganized by virtue of this act, and all inspectors and other officers named therein, and to all the officers and roads of such companies, so faras the same can be so applied, and are consistent with this act. [Thus amended by Laws of 1847, ch. 287.] 100. Taxation. § 48. So much of any such road and of the toll-houses, gates and other appurtenances thereof constructed by virtue of this act, as shall be within any town, city or village, shall be liable to taxation in such town, city or village as real estate. 101, Corporation to cease. § 49. Every company incorporated under this act shall cease to be a body corporate : 1. If within two years from the filing of their articles of association, they shall not have commenced the con- struction of their road, and actually expended thereon at least ten per cent of the capital stock of such com- pany, and 813 § 104 TURNPIKE AND PLANK-ROAD COMPANIES. 9. If within five years from such filing of the articles of association, such road shall not be completed accord- ing to the provisions of this act. 102. Companies subject to visitation. § 50. All companies formed under this act shall at all times be subject to visitation and examination by the legislature or by a committee appointed by either house thereof, or by any agent or officer in pursuance of law ; and the courts of this state shall have the same jurisdic- tion over such corporations and their officers as over those created by special acts. 103. Right to repeal. *851. The legislature may at any time alter, amend or repeal this act, or may annul or repeal any corporation formed or created under this act. 104. Lands, how to be procured by companies. (Laws of 1847, ch. 398.) SEectrion 1. Any company formed under the provisions of chapter two hundred and ten of the laws of eighteen hundred and forty-seven, entitled ‘‘ An act to provide for the incorporation of companies to construct plank- roads, and of companies to construct turnpike-roads,”’ may procure by purchase or gift from the owners thereof any lands necessary for the construction of so much of its contemplated road as shall be intended to be con- structed in any county, and may also procure by agree- ment from the officers named in the twenty-sixth sec- ‘tion of the said chapter, the right to take and use any part of any public highway necessary for the construc- tion of so much of such road as shall be intended to be constructed in such county, and when any such company shall have so procured all the lands necessary 814 TURNPIKE AND PLANK-ROAD COMPANIES. § 106 to be used for the construction of its road in such county, and the right to take and use such parts of the public highways in such county as shall be necessary for that purpose, such company may construct so much of its road as shall be intended to be constructed in such county, without making the application mentioned in the fourth section of the said chapter. 105, Accurate surveys of road to be made. § 2 Before proceeding to construct such part of its. road, as provided in the first section of this act, such company shall cause an accurate survey of such part to be made by a practical surveyor, signed by its president and secretary, acknowledged by them as conveyances of real estate are required to be acknowledged in order to be recorded, and recorded in the county clerk’s office of such county ; and it shall also, before proceeding to con- struct such part of its road, procure, in the manner pro- vided by the said chapter, from the board of supervisors of every other county, if any there be, in which any por- tion of its road is intended to be constructed, authority to construct the same through such other county, but in such case, the commissioners appointed to survey and lay out the road of such company, shall not be required to survey and lay out that portion of it intended to be con- structed in the county in which such company shall have procured the lands and the right to take and use the public highways necessary for its construction as afore- said. 106, Provision in case public highways are used. § 3. When any such company, by virtue of the provi- sions of this act, shall have procured the lands and the right to take and use the parts of any public highways, necessary to construct its road in any county, and shall have constructed the same without making the applica- 815 § 109 TURNPIKE AND PLANK-ROAD COMPANIES. tion mentioned in the fourth section of the said chapter, it shall possess the same rights, powers and privileges and be subject to the same duties and liabilities in respect to its road and to the part théreof so constructed as if such application had been made, and all the proceedings of such company had been had pursuant to the provi- sions of the said chapter. 107. Saving clause. § 4. Nothing in this act contained shall be deemed or construed to authorize the laying out or construction of any road in the cases specified in section nine of said chapter two hundred and ten of the laws of eighteen hundred and forty-seven, nor to authorize the bridging or obstructing of any stream navigable by vessels or steam- boats. ‘ 108. Outer limits of the road not to exceed four rods. (Laws of 1848, ch. 360.) SrcTion 1. The commissioners appointed by the board of supervisors, as provided in the eighth section of the act to provide for the incorporation of companies to construct plank-roads, and of companies to construct turnpike- roads, passed May seventh, eighteen hundred and forty- seven, are hereby authorized in laying out a plank-road, to determine the distance that the outer limits of the road shall be apart, as they may judge necessary, pro- vided, in no case shall the company take more than four rods in width, except by the voluntary sale of the same to the gompany. 109, Half rates of toll. § 2. Any company formed under the said act, may take half the rates of toll, and no more, provided for in said act, from persons living within one mile of the gate 816 TURNPIKE AND PLANK-ROAD COMPANIES, § 110 at which it is taken, except persons residing in a city or incorporated village, who shall pay full toll ; but no toll shall be taken from farmers going to and from their work on their farms on which they reside or from persons driving or leading animals to or from the pasture or field where they are usually kept. [Thus amended by Laws of 1855, ch. 546. ] 110. Main line when to be extended and route changed; right of way. (Laws of 1849, ch. 250.) _ Sxction 1. The directors of any plank-road company formed under the act passed May seventh, eighteen hundred and forty-seven, entitled ‘‘An act to pro- vide for the incorporation of companies to construct plank-roads, and for companies to construct turnpike- roads,’ may with the written consent of the persons owning two thirds of the stock, and with the writ- ten consent of a majority of the inspectors whose ap- pointment is provided for in the twenty-third sec- tion of said act, construct branches to their main line of road, or extend their main line, or change the route of their road or any part thereof, which branches or exten- sions shall in all respects be governed by the same rules and affected by the same laws as the main line of road, and the said directors may increase the capital stock of the company to an amount not exceeding two thousand dollars a mile of such branches or extensions for their construction, and distribute the certificates therefor among the stockholders of the company in proportion to the stock owned by them severally, if such stockholders shall demand and pay up the same; and in case the new stock after the directors have given public notice in some newspapers printed in every county in which their road is situated for six successive weeks, is not demanded and paid by the stockholders, they may permit any person or 52 817 § 113 TURNPIKE AND PLANK-ROAD COMPANIES. persons to subscribe and pay on the new stock the same. percentage that had been paid on the original stock of the company, and the same shall in all respects be held and considered as though it had formed a part of the original stock of the company. The right of way for any such branches or extensions shall be acquired by the company in the same manner as is now provided by law for plank-road companies to acquire the right of way for their roads. [Sections 2 and 3 are omitted, being superseded by Laws of 1851, ch. 106.] 111, Toll-gates, when erected. § 4. Whenever any plank-road company formed under the before-mentioned act, shall have finished their road, or any mile thereof, and had the same inspected, as pro- vided in the before-mentioned act, it shall be lawful to erect a toll-gate thereon, and to exact tolls thereat, at the rate in the said act provided. [Thus amended by Laws @& 1865, ch. 780. See Sess. Laws of 1866, vol. 1, p. 18.] 112, Sections of Revised Statutes to apply. § 5. Sections fifty-four and fifty-five of title first, chap- ter eighteen, of part first of the Revised Statutes shall apply to all companies formed under the before-men- tioned act, passed May seventh, eighteen hundred and forty-seven, so far as the same can be applied, or are not. inconsistent with this act. [Thus amended by Laws of 1850, ch. 71.] = - | 113, Repeal. , §6. So much of section thirty-five of the aforesaid act, passed May seventh, eighteen hundred and forty-seven, as provides that ‘‘in no case shall any plank-road com- pany charge or receive rates of toll which will enable said company to divide more, nor shall any company §18 TURNPIKE AND PLANK-ROAD COMPANIES. § 116 divide more than ten per cent per annum on their capi- tal stock actually paid in and invested in their road, after keeping the road in repair, and appropriating not exceeding ten per cent per annum on their capital stock invested as aforesaid, as a fund for the reconstruction of their road when necessary,”’ is hereby repealed. 114, Width of road to be determined. § 7. The inspectors, or a majority of them, whose ap- pointment is provided for by the thirty-third section of the said act passed May seventh, eighteen hundred and forty-seven, are hereby authorized to determine the dis- tance that the outer limits shall be apart, of any plank- road or any turnpike-road, belonging to any company formed under said act, in case the same has not been de- termined by the commissioners appointed under the eighth section of said act: provided, that in no case shall the company take more than four rods in width, except by the voluntary sale of the same to the company. 115. Two or more companies may consolidate. _ § 8. It shall be lawful for any two or more companies, formed under the provisions of the aforesaid act of eigh- teen hundred and forty-seven, to consolidate the respeé- tive companies, on such terms as the persons owning two thirds of the stock of each of said companies may agree upon; and such company, consolidated as afore- said, may change the name of their road, on filing in the office of the secretary of state a certificate, containing the names of the roads so consolidated, and the name by which such road shall thereafter be known. 116, Penalty for running toll-gate. §9. Any person who shall pass any plank-road gate, or turnpike gate, without paying the toll, and with the intent to avoid the payment of the same, by which a 819 § 119 TURNPIKE AND PLANK-ROAD COMPANIES. penalty accrues, or any person committing any depreda- tion or trespass on any plank-road or turnpike, may be sued for said penalty or trespass in the county where such offence or trespass was committed, or in the county where such person may reside. 117. Fees of inspectors. § 10. Whenever a complaint shall be made to the in- spector or inspectors of any plank-road or turnpike in this state, before such inspector or inspectors shall act upon such complaint, he or they shall receive from the complainant the fees provided by law; and in case it shall appear, upon examination of the road, that the complaint was well founded, the amount of said fees shall be paid to the complainant by the company. In case it is determined that the complaint was not well founded, the complainant shall not be entitled to receive back the fees so paid by him. 118, Highway labor in certain cases, § 11. Whenever any plank-road or turnpike-road shall » be built in pursuance of the provisions of this act, or the act hereby amended, upon the site of an old highway, it shall be the duty of the commissioners of the highways of the town where such road shall be made, to designate some district or districts within their town, on which the highway labor of the inhabitants residing along the line of said plank or turnpike-road shall be performed. 119, Grading or gravelling road by anticipation. § 12%. It shall be lawful for the inhabitants residing in any road district in this state, to grade, gravel or plank the road or roads in such district, by anticipating the highway labor of such road district for one or more years, and applying it to the immediate construction of such plank or gravel road, and after the completion of such 820 TURNPIKE AND PLANK-ROAD COMPANIES. § 121 plank or gravel road, the said inhabitants shall be ex- empted from the labor so anticipated and applied, ex- cept so far as their labor may be necessary to keep their said road or roads in repair ; such road to be in all cases free road. 120. Companies formed declared valid; proviso. (Laws of 1850, ch. 71.) Section 1. Every company heretofore formed or or- ganized under the act entitled ‘‘ An act for the incorpo- ration of companies to construct plank-roads and of com- panies to construct turnpike-roads,’’ passed May sev- enth, eighteen hundred and forty-seven, and the several acts amending the same, shall be deemed to be a valid corporation, although such company may not have com- plied with the requirements of such acts in the formation and organization of such company ; and no act or omis- sion on the part of any such company, or of its stock- holders or officers shall work a forfeiture of its corporate powers or franchises, unless the same was wilful or malicious ; but this section shall not affect or impair any right of action which has heretofore accrued to any person or persons against such company, its officers or agents, for entering upon or taking possession of any real estate ; or any right of action now existing, arising on contract ; or any right of action against any company or its offi- cers, for a misapplication of any of its funds; or action pending to recover toll, or to recover any penalty for passing a gate without paying toll. [Section 2 amends Laws of 1849, ch. 250.] 121. Actions for penalties. § 3. No action to recover any penalty against any com- pany formed under an act entitled “‘ An act for the incor- poration of companies to construct plank-roads and of 891 § 124 TURNPIKE AND PLANK-ROAD COMPANIES. companies to construct turnpike-roads,’’ and the acts amending the same, or against any turnpike corporation, shall be commenced or maintained against such company, or any of its officers or agents, unless the same is com- menced within thirty days after the penalty was incurred. [Section 4 amends Laws of 1849, ch. 250.] 122, Highways may be taken. § 5. No supervisor.or commissioner of highways of any town shall make any agreement with any plank-road company, or turnpike-road company, under the first sec- tion of “‘ An act in relation to plank-road and turnpike- road companies,’? passed November twenty-fourth, eighteen hundred and forty-seven, for the right to take and use any part of any public highway for a plank-road or a turnpike-road, without they first obtain the consent in writing of at least two thirds of all the owners of land along such highway, who shall actually reside on that part of the highway on which such plank-road or turn- pike-road is to be constructed. 123. Hoist gates. § 6. No plank-road or turnpike-road company shall hereafter erect or put up any hoist gate on their roads. 124, Who exempt from tolls. (Laws of 1851, ch. 107.) Sxction 1. The following persons, and no others, shall be exempt from the payment of tolls at the gates of the several plank-road companies formed under the act en- titled*‘ An act to provide for the incorporation of com- panies to construct plank-roads, and for companies to construct turnpike-roads,” passed May seventh eighteen hundred and forty-seven. 1. Persons going to or from religious meetings held at the place where such persons usually attend for religious 822 TURNPIKE AND PLANK-ROAD COMPANIES. § 126 worship, in the town where they reside or an adjoining town, or within eight miles of their residence. 2. Persons going to or from any funeral, and all fu- neral processions. 3. Troops in the actual service of this state, or of the United States, and persons going to or from a militia training, which by law they are required to attend. 4, Persons going to any town meeting or general elec- tion, at which they are entitled to vote, for the purpose of voting or returning therefrom. 5. Persons living within one mile of any gate by the most usually travelled road, shall be permitted to pass the same at one half the usual rates of toll, when not en- gaged in the transportation of other persons or the prop- erty of other persons. - 6. Farmers living on their farms, within one mile of any gate, by the most usually travelled road, shall be permitted to pass the same free of toll, when going to or from their work on said farms. 125. Gates, how located. § 2. It shall not at any time hereafter be lawful for any plank-road company formed under the said act of May seventh, eighteen hundred and forty-seven, or for any turnpike company to erect or put up any toll-gate, gate house, or other building, within a less distance than ten rods from the front of any dwelling-house, barn, or other out-house, without the written consent of the owner thereof ; and if any toll-gate or other such building shall hereafter be located by any such company within said distance without such consent, the county judge of the county in which such building shall be so located, shall on application order the same to be removed. 126. Repeal. § 3. Anything contained in the said act of May sev- 823 § 128 TURNPIKE AND PLANK-ROAD COMPANIES. enth, eighteen hundred and forty-seven, or in any subse- quent act which is inconsistent with the provisions of this act is hereby repealed. 127. Supreme court to appoint referees on appeal. (Laws of 1851, ch. 487.) SEcTION 1. Whenever an appeal to the supreme court from an order of the county court made in the cases pro- vided by section thirty-seven of the act entitled ‘* An act to provide for the incorporation of companies to construct -plank-roads, and of companies to construct turnpike- roads,’ passed May seventh, eighteen hundred and forty- seven, shall be brought pursuant to the provisions of said section, the supreme court on motion of either party on due notice, shall appoint three disinterested persons who are in no wise interested in such company or in the ques- tion of the location of the toll-gate thereof, and are not residents of any town through or into which such road shall run or to and from which such road shall be a prin- cipal thoroughfare, referees to hear, try and determine the said appeal. 128, Hearing. § 2. Such referees shall proceed to view the premises and the location of the gate affected by the order ap- pealed from and shall proceed to a hearing of the respec- tive parties in the same manner as is provided by law and the rules and practice of the supreme court on references of civil actions, and shall report their decision to the said supreme court as referees are required to report, together with the evidence taken by them, and the grounds. of such decision. And the report of such referees may be reviewed by the said court, and judgment given thereon, as justice and equity shall require, in view of the law and the facts so presented, and such judgment shall be final and conclusive. 824 TURNPIKE AND PLANE-ROAD COMPANIES. § 131 129, Judgment and costs. § 3. Such referees shall be entitled to the compensation now provided by law for referees in civil actions, to be paid in the first instance by the party in whose favor their report and decision shall be, and the said supreme court on motion shall award judgment therefor, together with such amount of costs and expenses as shall be deemed reasonble by the said court to the party succeed- ing on such appeal, which judgment shall be entered with the order and judgment of said court affirming or revers- ing the order of said county court appealed from, and thereupon the party succeeding may issue execution thereon, and collect and enforce the:same as upon judg- ments in civil actions. [Section 4 is omitted as temporary.] 130. Rates of toll. (Laws of 1853, ch. 245.) Srction 1. Instead of the toll authorized to be de- manded and received on plank-roads, by section thirty- five of the act entitled ‘‘ An act to provide for the incor- poration of companies to construct plank-roads, and of companies to construct turnpike roads,’’ passed May seventh, eighteen hundred and forty-seven, the following rates of tolls may hereafter be demanded and received : 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, drawn by two animals, 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 a half cents per mile ; and for every score of neat cattle, two cents per mile. 131, Application of Revised Statutes, § 2. Sections twelve and thirteen of title four, chapter 825 § 1384 TURNPIKE AND PLANK-ROAD COMPANIES. thirteen, part one, of the Revised Statutes, shall apply to plank-road companies. [Sections 12 and 13, referred to in the foregoing section, were repealed by Laws of 1853, ch. 654.] 132. Assessment to perform labor upon line of plank-road. (Laws of 1853, ch. 626.) SrotTion 1. Every person liable to do highway labor, living or owning property on the line of any plank-road of this state, may, on making application in writing to the commissioner or commissioners of their respective towns, on or any day previous to the time of making the highway warrants by such commissioners, be assessed the apportionment of highway labor for such property upon such plank-road, and the commissioner or commissioners may, in their discretion, assess such person for the land or property owned by him in or upon the line of said plank-road as a separate road district. [Thus amended by Laws of 1872, ch. 128.] 133. Duty of highway commissioners. § 2. It shall be the duty of the highway commissioner or commissioners of such town to make a separate list of such persons and such land or property so assessed, as commissioners are now by law required to make for every separate road district, which shall be delivered to some one of the directors of such road, who shall pro- ceed to have the said highway labor worked on such road, in the same manner that overseers of highways are requireg by law to do. 134, Powers of directors, § 3. The said directors shall possess all the powers and have the same authority to compel: the performance of such highway labor, or the payment of such highway tax 826 TURNPIKE AND PLANK-ROAD COMPANIES. § 136 as the overseers of highways now have by law, and shall make like return to the commissioners of highways. 135. May commute. § 4. Any person so assessed may commute for the tax, assessed upon him or his property, by paying the sum now fixed by law to any of said directors. 136. Road may be surrendered. (Laws of 1854, ch. 87.) SEcTIoN 1. The directors of any plank-road company or turnpike company, formed under the act passed May seventh, eighteen hundred and forty-seven, entitled ‘“‘ An act to provide for the incorporation of companies to construct plank-roads, and for companies to construct turnpike-roads,’’ and every plank-road company or turn- pike company incorporated under or by any law of this state, are hereby authorized to abandon the whole or any part of their plank-road or turnpike-road, at either or both ends thereof, whenever the stockholders hold- ing two thirds of the stock in said road company shall consent to the same by a written declaration of the surrender of such part or parts of said road, which said declaration shall be attested by their common seal, and acknowledged by the president and secre- tary of said company before an officer empowered to take the acknowledgments of deeds. Such declaration and consent shall be filed and recorded in the clerk’s office of the county in which the part or parts of said road abandoned shall be situated, and thereupon the plank or turnpike-road, or the portion thereof so surren- dered, shall cease to be the road or property of the com-: _ pany, and revert and belong to the several towns through which it was constructed, and the said company shall be no longer bound to maintain it or be liable to be assessed. thereon, or be permitted to collect tolls for travelling over 827. § 188 TURNPIKE AND PLANK-ROAD COMPANIES, the same, from the time of recording said declaration of surrender and consent, without impairing the right of said company to take toll on the remaining part of their plank-road or turnpike-road at’ the rate prescribed in its charter, or by the laws of this state relating to any such company. 137. Road may be relaid with gravel, ete. §2. Any plank-road company or turnpike company within this state, which shall have once laid their road with plank may hereafter relay the same, or any part thereof, with broken stone, gravel, shells, or other hard materials whereby they keep a good and substantial road. Such company shall be entitled to collect and receive the same tolls as is provided by chapter two hundred and forty-five of the laws of eighteen hundred and fifty-three. [Thus amended by Laws of 1855, ch. 546.] [Section 3 amends the general act of 1847.] 138, Exemption from taxes. § 4. Toll houses and other fixtures, and all property belonging to any plank or turnpike-road company, shall be exempt from assessment or taxation for any purpose whatever, until the surplus annual receipts of tolls on their respective roads, over necessary repairs and a suit- able reserve fund for repairs and relaying of plank, shall exceed seven per cent per annum on the first cost of such road. In case of any disagreement between the assessors of any town, village or city and any such company, con- cerning such exemption claimed, said company may ap- peal to the county judge of the county in which such as- sessment is proposed to be made, who shall, after due notice to the appealing party of such appeal, examine the books and vouchers of such company, and take such further provf as he shall deem proper, and shall decide whether such company is liable to taxation under this 828 TURNPIKE AND PLANK-ROAD COMPANIES. § 141 section, and his decision shall be final. [Thus amended by Laws of 1855, ch. 546.] 139. Bridges. § 5. The directors of any plank-road company may put up and maintain, at conspicuous places at each end of any bridge on their road, the length of whose span is not less than twenty-five feet, a notice with the following words in large characters: ‘One dollar fine for riding or driving over this bridge faster than a walk.’’ Whoever shall ride or drive faster than a walk over any ~ bridge upon which such notice shall have been placed and shall then be, shall forfeit for every offence the sum of one dollar. 140. Want of legal organization not to work for- feiture. § 6. Every company formed or organized under the act entitled ‘‘ An act for the incorporation of companies to construct plank-roads, and of companies to construct turnpike-roads,” passed May seventh, eighteen hundred and forty-seven, and the several acts amending the same, shall be deemed to be a valid corporation, although such company may not have complied with the requirement of such acts in the formation and organization of such company, and preparatory to the construction of its road, and no act or omission on the part of any such company or of its stockholders or officers, shall work a forfeiture of its corporate powers or franchises, unless the same was wilful and malicious ; but this section shall not affect or impair any right of action heretofore accrued. [Section 7 was repealed by Laws of 1855, ch. 104.] 141. Collection of debts; suits against stockhold- ers, (Laws of 1855, ch. 390.) SrcTiIon 1. Whenever any judgment shall have been 829 . § 142 TURNPIKE AND PLANK-ROAD COMPANIES. recovered by any person in any court of record in this state, against any corporation, organized or incorporated, under and by virtue of the act entitled “‘ An act to pro- vide for the incorporation of companies to construct plank-roads, and of companies to construct turnpike- roads,’’ passed May seventh, eighteen hundred and forty- seven, on a demand arising upon contract, and for the payment of which the stockholders of such company are liable, in their individual capacity, as mentioned and de- clared in the said act, and an execution on such judg- _ment shall have been duly issued to the proper county - against the property of such corporation, and been re- turned unsatisfied in, whole or in part; then any such creditor or creditors, his or their personal representatives may commence an action, in the mode now provided by law, in the supreme court, in the county in which the office of such corporation is held, or in which the stock- holders reside, on behalf of himself or themselves, and of all other creditors of such corporation, who shall come in, and seek relief by, and contribute to the expense thereof, against all the stockholders, and any former stockhold- ers, for the purpose of enforcing against such stockhold- ers their respective individual liabilities under said law, to pay the debts of such corporation whether due at the commencement of such action, or to become due there- : after, if contracted or incurred previously, and any other person or party who may have an interest in the event or determination of such action may be made par- ties defendants, at the commencement or in any subse- quent stage of the action. e 142, Judgment and execution, how enforced. § 2. The court in which such action may be pending, shall proceed therein as in similar cases, and shall have jurisdiction and authority to enforce the payment of all arrears due from and owing by any stockholder on the 830 TURNPIKE AND PLANK-ROAD COMPANIES. § 144 stock subscribed for and owned by him, and shall also ascertain all the debts of such corporation which the ‘stockholders thereof are individually liable to pay, and shall assess and apportion the total amount of such in- debtedness for which the stockholders are by law liable to pay, including the reasonable costs and disbursements of the plaintiff in such action, on and among the respec- tive stockholders or persons liable to pay the same, ac- cording to their individual liability, and shall enforce the payment thereof by each stockholder by its judgment, and by execution or executions in the name of the plain- tiffs in such action, or in the name of the receiver in the action, if one shall have been appointed, against the re- spective stockholders, as in other cases. 143. Stockholders, when to be deemed creditors. § 3. Every stockholder of such corporation, who at any time before the commencement of such action, shall have due or owing to him, any demand or claim arising on contract against such corporation, or who may have paid any debt or demand against such corporation, either vol- untarily or by compulsion, and for which the stockhold- ers of such corporation are or would be personally liable under the provisions of the said act of May seventh, eighteen hundred and forty-seven, shall be deemed a creditor and shall be entitled to appear in said action, and to prove his claim and demand, and to have judgment therefor, or a credit for the amount upon his individual liability as a stockholder, to pay the debt of such cor- poration, to be ascertained and adjudged in said action ; and shall receive payment thereof in the mode or manner that may be directed or ordered by the court, in the judgment in such action. 144, Power of courts. § 4. Whenever any such action shall have been com- 831 § 145 TURNPIKE AND PLANK-ROAD COMPANIES. menced against the stockholders of any corporation as provided in the first section of this act, the court shall possess all the powers and authority in relation to such action, and the proceedings therein, and the parties there- to as was exercised by the late court of chancery in this state, in proceedings against the corporations in equity, under and by virtue of article second, of title four, chap- ter eight, part third of the Revised Statutes, so far as the same may be consistent with this act, and any creditor of such coporation who shall not on being duly required by the court, and in such manner as the court shall direct, exhibit his claim and become party to such suit, within a reasonable time not less than six months from the first publication of such notice by order of the court, shall be precluded from all benefit of the judgment which shall be rendered in such suit, and from any distribution of moneys which may be made under such judgment among the creditors of the said corporation. 145. Distribution of moneys recovered. § 5. The court shall cause the moneys so assessed upon and collected from the stockholders of such corporation for the purposes contemplated by this act, by virtue of the judgment in such action after paying the costs and disbursements of such action, to be applied to the pay- ment and extinguishment of the debts against such cor- poration which shall be established and proved in said action to be debts which by law the stockholders of such company are liable individually to pay without preference, except where such preference exists by law ; and in @ase any debt so established shall not be due, and the person to whom it belongs or is payable declines to receive the same, in such case the court may make such order as to the deposit or investment of such moneys so due to any such creditor, or for his use or benefit, and 832 TURNPIKE AND PLANK-ROAD COMPANIES. § 148 for the payment thereof when due as shall be just and equitable. 146, Hauling logs and timbers. (Laws of 1855, ch. 485.) SEection 1. Any person who shall draw or haul, or cause to be hauled or drawn, any logs, timber, or other material, upon the road-bed of any plank-road or turn- pike-road, unless the same be entirely elevated above the surface of the road on wheels or runners, by which said road-bed shall be injured, or who shall do or cause to be done any act by which said 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 any such turnpike or plank-road, shall forfeit and pay the sum of five dollars as a penalty, in addition to the damages resulting from such wrongful act. 147, Leaving logs, etc., on road. § 2. Any person who shall designedly place or leave, or cause to be placed or left, any log, timber, wood, stone or other material, upon the land held by any turnpike or plank-road company, for highway purposes, in such a way as to obstruct the travel upon such road, or to en- danger property or persons passing upon such road, shall, in case he or she do not remove such obstruction within forty-eight hours after receiving a written notice from one of the directors of the company owning the road upon which such obstructions have been placed or left, forfeit the sum of ten dollars for every twenty-four hours such obstruction shall remain after such notice. 148, Running the gate. § 3. Any person who shall pass any turnpike or plank- 53 833 § 151 TURNPIKE AND PLANK-ROAD COMPANIES. road gate without paying the toll required by law, and with intent to avoid the payment thereof, shall for each offence, forfeit and pay to the corporation injured thereby, ten dollars. The penalties in this and the preceding sec- tions may be sued for and recovered by any company in- jured thereby, in any court having jurisdiction thereof. 149. Fences encroaching. § 4. Whenever the president or secretary of any turn- pike or plank-road company, shall notify any inspector of roads in the county where such roads are situated, that any person is erecting or has erected any fence or other structure, upon any part of the premises set apart by due course of law, for any turnpike or plank-road, the said inspector shall proceed to examine the facts, and if it shall appear that such fence or other structure is upon any part of any such road, the said inspector shall order the same to be removed ; and any person who shall neglect or refuse to remove the same within twenty days, or such further time not exceeding three months, as may be fixed by the said inspector, shall forfeit and pay the sum of five dollars for every day during which said fence or other structure shall remain on the said road, to be sued for and recovered by the corporation owning such turnpike or plank-road, in any court having jurisdiction thereof ; provided that the said inspector shall not order the removal of any fence previously erected, between the first day of December and the first day of April. 150. Repeal. § 5¢ All acts and parts of acts inconsistent with this act are hereby repealed. 151, Proof of incorporation. (Laws of 1855, ch. 546.) Section 1. In any action hereafter brought by or 834 TURNPIKE AND PLANK-ROAD COMPANIES, § 154 against any plank or turnpike-road company organized under the laws of this state, which shall have been in actual operation, and being in the possession of a road upon which they have taken toll for five consecutive years next preceding the commencement of such action, parol proof of such corporate existence and use shall be sufficient for all purposes of the action, unless the oppos- ing party shall set up a claim in his complaint 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. 152, Forfeiture of franchise. § 2. No plank-road company shall be deemed to have forfeited any privilege or franchise by reason of not hav- ing completed their road the whole distance mentioned or described in their articles of association. 153, Agreement with town officers. §.3. Every instrument in writing, purporting to be an agreement between any plank-road company and the supervisor or commissioners of highways of any town, in pursuance to section twenty-six of chapter two hundred and ten of the session laws of eighteen hundred and forty-seven, and heretofore filed or recorded in any town clerk’s office, shall be deemed, and taken in all courts and places to be as valid and effectual an agreement as if the same had been made and executed at a regular meet- ing of such supervisor and commissioner or commission- ers of highways. The provisions of this section shall not affect suits now commenced. (Section 4 amends Laws of 1848, ch. 360. Section 5 amends Laws of 1854, ch. 87.] 154. Omission of oath cured. §6. No company organized under the act entitled 835 § 156 TURNPIKE AND PLANK-ROAD COMPANIES. ‘‘ An act for the incorporation of companies to construct -plank-roads, and of companies to construct turnpike- roads,’’ passed May seventh, eighteen hundred and forty- seven, and the several acts amending the same, shall be deemed to have forfeited any of its corporate powers or franchises by reason of the omission of the inspectors of elections for directors in any such company to take the oath prescribed, prior to holding said election. [Section 7 amends Laws of 1854, ch. 87.] 155. Annual report. § 8. The treasurer of every plank-road company and turnpike company shall, at the end of each fiscal year of said company, make and prepare under oath, a statement of the affairs of said company, in which he shall state the amount received by said company during the year, and from what sources the same was received, stating the amount received from each source separately ; and also the amount expended during the year, and on what ac- count the expenditures were made, and the items of said expenditures, and shall also state the amount of liabili- ties of said company, and amount of indebtedness to said company. Which statement he shall exhibit at all seasonable hours to any stockholder in said company, on being requested to do so; and in case such treasurer shall refuse to exhibit such account or statement as aforesaid, to any stockholder on request as aforesaid, he shall for- feit and pay to the person making such request the sum of five dollars for each offence, to be recovered in any court having cognizance thereof. e 156. Stockholders may be directors, (Laws of 1857, ch. 202.) SEoTIoN 1. Whenever the whole number of stuckhold- ers in any plank-road company or turnpike-road com- pany, shall not exceed the number of directors specified 836 TURNPIKE AND PLANK-ROAD COMPANIES, § 158 in the articles of association of such company, each stockholder shall be in fact and in law a director of such company, and in such case the stockholders shall consti- tute the board of directors, whatever may be their number, and a majority thereof shall form a quorum for the trans- action of business. 157. Sale of plank-roads and turnpike-roads on execution; operating roads by purchasers, (Laws of 1857, ch. 482.) Sxction 1. Whenever any plank-road or turnpike- road shall be sold upon any execution, and shall not be redeemed from such sale, according to law, then it shall and may be lawful for the purchaser or purchasers of such road, and they are hereby authorized to maintam and operate the same, in the same manner and subject to the same privileges and restrictions in all respects as the company owning such road at the time such sale was made. [See Laws of 1866, ch. 780, post.] 158. Articles of association of purchasers, § 2. Such purchaser or purchasers, on associating with him or them not less than four persons, may be formed into a corporation for the purpose of owning such plank- road or turnpike-road, by complying with the follow- ing requirements : They shall severally subscribe arti- cles of association, in which shall be set forth the name of the company, the number of years the same is to continue, which shall not exceed the unexpired term of the original incorporation of the company whose road was so sold, whether it is a plank-road or a turnpike- road which the company is formed to own and ope- rate; the amount of the capital stock of the com- pany, which shall not exceed the amount of the capital stock of the company owning such road at the time of 837 § 160 TURNPIKE AND PLANK-ROAD COMPANIES. such sale ; the number of shares of which the said stock shall consiit + the number of directors, and their names, who shall manage the concerns of the company for the first year, and shall hold their offices until others are elected ; the place from and to which said road is con- structed, and each town, city and village into or through which said road shall pass, and its length as near as may be. Each subscriber to such articles of association shall subscribe thereto his name and place of residence, and the number of shares of stock owned by him in said com- pany. The said articles of association may then be filed in the office of the secretary of state, and thereupon the persons who have so subscribed, and all persons who — shall from time to time become stockholders in such com- pany, shall be a body corporate, by the name specified in such articles, and shall possess the same powers and privileges and be subject to the same provisions as com- panies organized under the act entitled ‘‘ An act to pro- vide for the incorporation of companies to construct plank-roads, and of companies to construct turnpike- roads,’’ passed May seventh, eighteen hundred and forty-seven. 159. Extent of this act. § 3. The provisions of this act shall apply to all such sales, the right of redemption upon which either has heretofore expired or shall expire after the passage of this act. 160. May construct branches, (Laws of 1859, ch. 209.) Ss 1. The directors of any plank-road company or turnpike-road company, formed under the act passed May seventh, eighteen hundred and forty-seven, entitled ‘* An act to provide for the incorporation of companies to construct plank-roads, and for companies to construct 838 TURNPIKE AND PLANK-ROAD COMPANIES. § 163 turnpike-roads,” may, with the written consent of the persons owning two-thirds of the stock, construct branches to their main line of road, or extend or change the route of their road, or any part thereof, whereby the public interest will be promoted, through any unculti- vated or unimproved lands. 161, May take and hold necessary real estate. § 2. The directors of any such company may purchase, take and hold any real estate necessary for the aforesaid purposes, and by their agents, servants or other persons employed, may enter upon the lands of any person or persons, which may be necessary for said purpose, and may construct their road upon any lands so entered upon, purchased or held. 162, Lands to be surveyed. § 3. Before entering, taking or using any land for the purpose of this act, the directors of any such company shall cause a survey and map to be made of the lands in- tended to be taken or entered upon, for any of said pur- poses, and by which the land of each owner and occupant intended to be taken and used shall be designated, and which map shall be signed by the surveyor or engineer making the same, and by the president of such company, and acknowledged by them, and be filed in the office of the clerk of the county. The directors of any such com- pany, by any of its officers, agents or servants, may enter upon any lands for the purpose of making any examina- tion, and of making survey and map, doing no unneces- sary damage. 163. Commissioners when to be appointed; com- missioner to give notice. § 4. In case the directors of any such company cannot 839 § 163 TURNPIKE AND PLANK-ROAD COMPANIES. agree with the said owners and occupants of any land in- tended to be taken and used for the purposes of this act, the directors may apply to the judge of the county court for the appointment of three disinterested persons, not the owners of real estate in any town through which any land intended to be used for the purposes of this act, or in any town adjoining such town, as commissioners by whom the compensation to be paid for the damages suffered or to be suffered by any person or persons, by reason of tak- ing any of said lands for the purposes of this act, shall be ascertained and determined, and in case of the death, resig- nation, refusal or disability to act of any of said commis- sioners, the said judge may appoint others in their place. The commissioners shall give at least ten days’ written no- tice of the time and place to hear the parties interested, to be served personally on the parties interested, or in their absence from their dwellings or place of business, by leaving the same thereat, with some person of suitable age, and in case of any legal disability of such owner or owners to act thereupon, serving notice in like manner, upon his or her guardian, or person appointed to act for him or her, as hereinafter directed, and in case any of said owners shall be married women, insane, infants or idiots, the said judge shall appoint some suitable person to attend in their behalf, before the said commissioners, and take care of their interest in the premises. The com- missioners may issue subpcenas to compel the attendance of witnesses to testify before them, and they, or any of them, may administer the usual oath to such witnesses. They shall determine the width of road through said lands, and make a report of all proceedings before them, containing the testimony taken by them, and make an actual survey and description thereof, as laid out by them, and the sum awarded to each owner or any other person, duly signed or acknowledged by them and return the same to said judge to be filed on record. 840 TURNPIKE AND PLANK-ROAD COMPANIES. § 166 164, Compensation. § 5. Each commissioner is entitled to receive two dol- lars per day for his fees, to be paid by the company. 165. Appeal from judgment of commissioners. § 6. The directors of any plank or turnpike-road com- pany, or any party to the proceedings of the commission- ers, may appeal from any award or determination of the commissioners, to the said county judge, providing the party appealing shall, within ten days after such award or determination shall be made, give written notice of the appeal to the other party or parties interested in the same ; and the said judge shall examine the report of the commissioners, and if their proceedings in the case have been irregular, the said judge may set the same aside and order new proceedings and appointments ; and the said judge may make such orders in reference to the proceed- ings of the commissioners, and of notices to be given by the parties as may not be inconsistent with this act, and as the nature of the case, and the interest of the parties may require. And the said commissioners shall again examine the case, and the decision then made shall be - final. 166. Upon payment of compensation, may enter upon land. § 7. Upon the payment or legal fonder of the compen- sation determined as before provided, the said directors of any plank-road company, or any turnpike-road com- pany, shall be entitled to enter upon for the purposes contemplated by this act, all the lands and real estate for which such compensation shall be paid or tendered, as aforesaid, and to hold and use the same for the said pur- poses, to them and their successors forever. If any per- son to whom any compensation shall be awarded, or who shall be entitled to the same by virtue of said award, can- 841 § 169 TURNPIKE AND PLANK-ROAD COMPANIES. not be found, or shall refuse to receive the sum awarded to him or her, then the said payment may be made by depositing the amount of the said award to the credit of said person, in such bank as may be appointed by said judge. If the person to whom compensation is awarded, or who is entitled to receive the same as aforesaid, be under legal disability, as aforesaid, payment may be made to his guardian or person appointed as aforesaid, by said. judge, and if said guardian or person appointed cannot be found, then by deposit in bank as aforesaid. 167. Directors to take and hold real estate. § 8.. The directors of any plank-road company or turn- pike-road company, shall take and hold, for. the purpose contemplated in this act, all the lands and real estate which they shall in any way legally enter upon and take by virtue hereof, to them and their successors so long as the same shall be used for a road. 168. Rights of purchasers of plank-roads. §9. Any person or persons who have heretofore or may hereafter purchase any plank-road or any part there- of exceeding three miles under and by virtue of any mort- gage executed by any plank-road company incorporated under the general plank-road law of this state, shall become the owner or owners of said road or part thereof thus purchased, and all the rights, privileges and fran- chises belonging to such plank-road company at the time of such purchase, subject to the same restrictions as now exist by law. 169. Repeal. § 10. All acts and parts of acts, so far as they are in- consistent with this act, are hereby repealed. 842 TURNPIKE AND PLANK-ROAD COMPANIES. $171 170, Certain plank-roads and turnpike companies deemed duly incorporated. (Laws of 1862, ch. 248.) Section 1. No plank-road or turnpike-road company, corporation or association heretofore formed or organized under the act entitled ‘‘ An act for the incorporation of companies to construct plank-roads and companies to construct turnpike-roads,’’ passed May seventh, eigh- teen hundred and forty-seven, and the several acts amending the same, shall be deemed invalid, or to have forfeited any of its powers, rights or franchises by reason of any failure on the part of such company or the persons organizing the same, to have complied with the require- ments of such acts in the formation or organization of such company, as to the number of stockholders or per- sons who signed the articles of association of such com- pany or association, or in the publication of notices in the organization thereof, or by reason of any informality or defect in the signing such articles of association or in the publication of the notices aforesaid ; and the stockhold- ers, Officers and creditors of every such company are here- by declared to have the same rights and the stockholders to be subject to the same obligations and liabilities as if such company had strictly complied with all the require- ments of the law aforesaid, to create and perfect a com- plete body corporate ; provided that this act shall only apply to such companies as shall have attempted an or- ganization, and shall have actually constructed a road wholly or in part according to their articles of associa- tion. [Section 2 is omitted as temporary.] 171. Purchaser on foreclosure to operate road. (Laws of 1866, ch. 780.) Sxction 1. Whenever any plank-road or turnpike- road shall be sold upon the foreclosure of any mortgage, 843 § 174 TURNPIKE AND PLANK-ROAD COMPANIES. given by such company upon its road and franchise thereof to secure the payment of any bond or bonds of such company, it shall be lawful for the purchaser or purchasers thereof, at such sale, and they are hereby authorized to maintain and operate such road, in the same manner, with the same privileges, and subject to the same restrictions, in all respects, as the company owning such road could do at the time such sale was made. 172, When corporation may be formed by pur- chaser. § 2. Such purchaser or purchasers, on associating with him or them not less than four persons, may be formed into a corporation for the purpose of owning and operat- ing such plank-road or turnpike-road, upon complying with the requirements of section second of an act en- titled ‘‘ An act in relation to the sale of plank-roads and turnpike-roads on execution, and to provide for the in- corporation of purchasers at such sales, into companies, to own and operate such roads,” passed April fifteenth, eighteen hundred and fifty-seven. 173. Former sales affected. § 3. This act shall apply, as well to any such sale here- tofore as hereafter made, saving, however, to the stock- holders of such company or any of them, such rights as they or either of them had, at the time of the passage of this act, under any such sale heretofore made. 174, Proceedings upon formation of certain com- panies declared valid; to what companies this act shall apply. (Laws of 1869, ch. 234.) Section 1. No plank-road or turnpike-road company, corporation or association heretofore formed or organized under the act entitled ‘‘ An act for the incorporation of 844 TURNPIKE AND PLANK-ROAD COMPANIES. § 175 companies to construct plank-roads and companies to con- struct turnpike-roads,’’ passed May seventh, eighteen hundred and forty-seven, and the several acts amending the same, shall be deemed invalid or to have forfeited any of its powers, rights or franchises by reason of any fail- ure on the part of such company or the persons organiz- ing the same to have complied with the requirements of such acts, in the formation or organization of such com- pany, as to the number of stockholders or persons who signed the articles of association of such company or as- sociation ; or in the publication of notices in the organ- ization thereof; or by reason of any informality or defect in the signing such articles of association, or _in the publication of the notices aforesaid. And the stockholders, officers and creditors of every such com- pany are hereby declared to have the same rights and the stockholders to be subject to the same obliga- tions and liabilities as if such company had strictly com- plied with all the requirements of the law aforesaid, to create and perfect a complete body corporate ; provided that this act shall only apply to such companies as shall have attempted an organization, and shall have actually constructed a road wholly or in part according to their articles of association. {Section 2 is omitted as temporary. ] 175. Corporate existence of certain plank-roads continued; consent of supervisors and stockholders to be obtained. (Laws of 1872, ch. 283—An act to authorize plank-road and turnpike com- panies formed under and by virtue of part first, chapter eighteen, title one, article five of the Revised Statutes, to extend their charter or cor- : porate existence.)* 3 Srction 1. Any plank-road company or turnpike com- * There is no such article in the Revised Statutes ; but the general plank- road act (Laws of 1847, ch. 210, ante) is thus arranged in the 5th ed. of the RB. S., and was undoubtedly intended. 845 § 177 TURNPIKE AND PLANK-ROAD COMPANIES. pany which shall have been formed under and by virtue of part first, chapter eighteen, title one, article five of the Revised Statutes, and the several acts amendatory there- to, and which shall have been managed and carried on any. plank-road or turnpike-road for twenty years, and whose entire dividends have not exceeded fifty per cent of the original capital stock, may continue their corpo- rate existence for a period not exceeding thirty years in ad- dition to the time specified in the original articles of asso- ciation, by complying with the following requirements : Consent shall be obtained in writing from two thirds of the supervisors of the town or wards which said road passes through or into ; and which shall be acknowledged before some officer authorized to take acknowledgments by the laws of the state of New York; consent shall also be obtained in writing from the persons owning two thirds of the capital stock of such company, and in which shall also be stated the number of years which they shall de- sire such corporate existence extended ; which shall also be so acknowledged, and to which shall be attached the af- fidavit or affidavits of some officer or officers of the said company, in which shall be stated the name of each town or ward through or into which such road passes; the number of years which such company has already ex- isted ; and that the aggregate amount of dividends have not exceeded one half of the original capital stock. 176. Consent and affidavit to be filed. § 2. Such consent of said supervisors and stockholders, together with the said affidavit, shall be filed in the office of the secretary of state, and thereupon the corporate ex- istence of said plank-road or turnpike company shall be extended for the period of time so specified in such con- sent of such stockholders, 177. Evidence. § 3. A copy of the consent of such supervisors and 846 4 TURNPIKE AND PLANK-ROAD COMPANIES. § 179 stockholders, together with a copy of such affidavit an- nexed thereto and certified to be a copy by the secretary of state, or his deputy, shall in all courts and places be presumptive evidence of the corporate existence of such company for the time therein specified, and of the facts therein stated. 178. When corporation to be dissolved; in what cases its road-bed to be deemed a public highway. (Laws of 1872, ch. 780.) Section 1. Any plank-road corporation which, for a period of five consecutive years, shall have heretofore neglected or omitted to exercise its corporate functions shall be deemed dissolved, and, provided its road-bed or right of way shall have been used as a public highway for the said five years, the same shall be deemed and bea public highway to all intents and purposes, and with the same effect as if laid out by the commissioners of high- ways of towns under the statute, and all laws relating to the erection, repairing and preservation of bridges shall apply to such highway. 179. When complaint is made by three freehold- ers, commissioners to examine plank-roads; if out of repair, to direct toll-gate to be thrown open. (laws of 1872, ch. 779.) SEcTION 1. Whenever complaint in writing, signed by three freeholders of any town of this state, shall be made to a commissioner of highways of any town through which, or through any part of which, any plank-road or turnpike-road has been laid out and constructed, and on which the tolls are charged, that any por- tion of such. road lying within the limits of such town is out of repair, and is not constructed and kept in re- pair as required by the several laws under and by vir- ‘tue of which such road has been constructed, it shall be 847 § 181 TURNPIKE AND PLANK-ROAD COMPANIES. the duty of such highway commissioner, and he is here- by required to immediately proceed to examine and in- spect any part of such road in reference to which such complaint has been made, and if upon such examination and inspection he shall deem it necessary for the interest of the town and the travelling public, he shall notify the toll-gatherer nearest to the portion of such road so deter- mined to be out of repair, in writing, stating the fact that such complaint has been made, and as nearas may be setting forth the portion of the road deemed by him out of repair; and shall also serve a similar notice upon one of the plank-road inspectors of the county in which such town is situated, who shall, within three days thereafter, proceed to inspect the portion of the road so complained against, and if he shall find the road still out of repair, he shall, by virtue of his office, by a notice, in writing, served on the toll-gatherer, direct that the toll-gate shall be thrown open, and that no tolls shall be charged until such repairs shall be made on such road as in his judg- ment shall be required by the several laws in relation to plank and turnpike roads. 180. Penalty for neglect of duty. § 2. Any inspector of. plank and turnpike roads, who shall neglect to fulfil the duties required by the first section of this act, shall be deemed guilty of neglect of his official duty, and shall be liable to a fine of not to ex- ceed twenty-five dollars. 181. Commissioners of highways to act as inspec- tors of plank-roads and turnpikes., (Laws of 1873, ch, 440.)* Section 1. The commissioners of highways of the several towns in this state, and the trustees or other offi- * Since the passage of this act, numerous special statutes have been enacted, excepting particular counties and towns therefrom. 848 TURNPIKE AND PLANK-ROAD COMPANIES. § 183 cers in the incorporated cities and villages of this state, who are authorized to perform the duties of commission- ers of highways, are hereby constituted inspectors af plank-roads and turnpikes in their respective towns, cities and villages.* 182. Powers of. § 2. The said commissioners or officers shall possess the same power, perform the same duties, receive the same compensation, and be subject to the same restrictions, penalties and liabilities, in all respects, as inspectors now are under any statute of this state, except as herein pro- vided. 6 183. Commissioners of highways to inspect plank- and turnpike-roads and to give notice to repair; fees for said services; appeal ; notice of appeal; hear- ing. § 3. It shall be the duty of said officers to personaily inspect the whole of such plank- or turnpike-roads or such part thereof as lie in their respective towns, villages or cities, at least once in each month, and in case the same shall be out of repair, or in such condition that the same cannot be conveniently used by the public, to give notice in writing thereof immediately to the toll-gatherer, or person attending the gate nearest to each place out of repair, or in bad condition, to cause such road to be put in good condition within forty-eight hours from the service of such notice or in default thereof, to order the toll-gate or gates upon said road to be immediately thrown open, and such gate or gates shall not be closed until such road shall be fully repaired, or be in proper condition, to the satisfaction of said officers, or a majority thereof. The notice to said toll-gatherer shall point out the part of such road to which the said officers shall object. : * This supersedes Laws of 1848, ch. 45. | 54 849 § 185 TURNPIKE AND PLANK-ROAD COMPANIES. The fees of each of said officers for the services in this section mentioned shall be two dollars for each day actu- ally employed in such service, to be paid by the corpora- ‘tion or persons whose road shall be so inspected by said officers, in case they shall order said toll-gate or gates to be thrown open, but otherwise, to be charged, audited and paid in the same manner as the other fees and ex- penses of commissioners of highways. Any party feeling himself aggrieved by the order of said plank-road inspec- tors, may appeal therefrom to the county court of the county in which the part of the road embraced in said order is situated, said appeal to be brought within twenty days after the service of said order. The notice of appeal shall be served upon one of said inspectors and a copy thereof shall be filed in the county clerk’s office. ‘The appeal may be brought on to hearing upon a notice of not less than five, days, and the county court shall always be open for the purpose of hearing and determin- ing such appeal. The said court shall proceed to hear said appeal, and after hearing the proofs and allegations of the parties, may affirm, reverse, or modify said order. During the pendency of such appeal, said toll-gate or gates shall remain open. [Thus amended by Laws of 1877, ch. 164. ] 184, Repeal. § 4. All acts or parts of acts inconsistent with this act are hereby repealed. - 185, To reduce number of directors. . (Laws of 1875, ch. 4.) Section 1. It shall be lawful for any incorporated plank-road or turnpike company at any annual meeting of the stockholders, for the purpose of electing directors, by resolution to reduce the number of directors to not less than three, provided that such reduction shall not 850 TURNPIKE AND PLANK-ROAD COMPANIES. § 186 take place unless such resolution shall receive the affirm- ative vote of the stockholders holding and owning a majority in amount of the capital stock of the company, as shall appear by its books. 186. Corporate existence, how continued. (Laws of 1876, ch. 135.) SEcTION 1. Any plank-road company or turnpike com- pany which shall have been formed under and by virtue of an act entitled ‘‘ An act to provide for the incorpora- tion of companies to construct plank-roads, and of com- panies to construct turnpike-roads,” pass * May seventh, eighteen hundred and forty-seven, and the several acts amendatory thereof, or under and by virtue of any act of the legislature of the state of New York, and which shall have managed and carried on any plank-road or turnpike-road, or which shall own anyplank-road or turn- pike-road thfat has been managed and carried on for twenty years last past, upon three miles in length thereof, or not less than one third of the route named in their original articles of association, may, at any time within five years before the termination of its corporate exist- ence, or of the time specified for its duration in its articles of association, continue its corporate existence for a period not exceeding thirty years, by first obtaining the consent, by resolution, of a majority of all the mem- bers of the board of supervisors of the county or counties in which any such road is located, adopted at any regular or special meeting thereof, and by filing and recording in the office of the clerk of the county or counties in which such plank-road or turnpike-road is located, within one month before the expiration of the term of the corporate existence of such company, and in the office of the secre- tary of state, such consent and a statement showing the actual capital expended in the construction of any such * So in the original. 851 § 188 TURNPIKE AND PLANK-ROAD COMPANIES. plank-road or turnpike-road, or the price paid on the pur- chase of any such road or franchise, exclusive of repairs, together with the consent in writing from the persons owning two thirds of the capital stock of such company, and in which shall also be stated the number of years which they shall desire such corporate existence ex- tended ; also the name of each town or ward through or into which the said road passes. Such statement shall be made by the president and treasurer of such company, and they shall annex or indorse thereon their affidavit of the above requirements. [Thus amended by Laws of 1879, ch. 258.] 187. Where part of road has been abandoned; fu- ture abandonments, how made, § 2. In case any part of any plank-road or turnpike- road shall have been abandoned, according to the provi- sions of law, a statement of the actual cosf of such re- maining part, exclusive of repairs, shall be made as near as may be, and filed and recorded in the same manner as provided in section one of this act. Any further abandonment of any part of any plank or turnpike-road, shall only be made by and with the consent of a majority of all.the members of the board of supervisors of the county in which any such road or any part thereof is located, which consent shall be filed with the clerk of said county or counties. 188, Annual statement. § 3. Hereafter it shall be the duty of any plank-road or turmpike-road that shall avail themselves of the provi- sions of this law, to annually, on or before the first day of July in each year, make and file a statement in the office of the county clerk of the county or counties through or into which such plank-road or turnpike- road is located, of the receipts from tolls, and also a state- 852 TURNPIKE AND PLANK-ROAD COMPANIES. § 193 ment showing the expenditure on such plank-road or turn- pike-road to maintain and keep the same in repair. 189, Evidence of corporate existence. $4. A copy of the consent of such supervisors and stockholders, together with a copy of such affidavit annexed thereto and certified to be a copy by the secre- tary of state, or his deputy, shall, in all courts and places, be presumptive evidence of the corporate exist- ence of such company for the term therein specified, and of the facts therein stated. 190. Proviso. § 5. The corporate existence of such plank-road com- pany shall not be extended, except in accordance with this act. 191. Application of act. § 6. The provisions of this act shall apply to all the counties of this state except the countyies* of Kings, Yates, Quenes,t Seneca and St. Lawrence. [Thus amended by Laws of 1879, ch. 253.] 192. Repeal. §7. All acts or parts of acts inconsistent or in conflict with this act are hereby repealed. 193. Formation of new road districts. (Laws of 1876, ch. 373.) SEcTION 1. Whenever a majority of the owners of real estate lying along the line of any highway which shall have been occupied by any plank-road or turn- pike company whose charter has expired, and no pro- ceedings have been taken for the renewal thereof for one year, for a distance of not less than one half mile * So in the original. + id. 853 § 195 TURNPIKE AND PLANK-ROAD COMPANIES. continuously, and not included within the limits of any incorporated city or village, shall apply in writing to the county court in which such road shall be situated, and shall present to such court the assent in writing of the surpervisor and commissioners of highways of the town or towns in which such road is situated, the said court at any session thereof shall constitute that. portion of such road described in such application, a separate road district to be exempt from the jurisdiction of the com- missioners of highways of the town or towns in which such district shall be situated. [Thus amended by Laws of 1881, ch. 464, and Laws of 1882, ch. 289.] 194, Commissioners to be appointed. § 2. Whenever a road district shall be constituted as provided in the proceeding section, the said court shall appoint, under its seal, three commissioners, whose duties shall be as herein prescribed, and in addition thereto they shall possess the same powers, in regard to said road district, as are possessed by commissioners of highways of towns. Before entering upon the duties of their office, the commissioners shall take and file in the office of the clerk of the town in which they shall reside, the constitutional oath of office, and shall execute to the supervisor of the town a bond for such amount as the supervisor shall prescribe, with sufficient sureties, to be approved by him, and conditioned for the faithful per- formance of their duties. [As amended by Laws of 1882, ch. 289.] 195.*Proceedings, improving road. § 3. The commissioners, immediately upon being so qualified, shall call a meeting of the owners of real estate fronting on such road, of which meeting atleast six days’ personal notice shall be: given to each resident owner, if such owner can be found within said district with due 854 TURNPIKE AND PLANK-ROAD COMPANIES, § 196 diligence, and if not then such notice may be served by leaving the same at his place of residence, and a similar notice in writing mailed to each non-resident owner, at his usual post-office address, at which meeting, when held, it: shall be lawful by the vote of the majority of the real estate owners thus notified and attending, to direct the grading, macadamizing or otherwise improving of such road, and the raising by tax on the property fronting on such road, the sums necessary to be expended for the same. [Thus amended by Laws of 1881, ch. 464, and Laws of 1882, ch. 289.] 196. Tax, how levied and collected. § 4. The taxes authorized to be raised by section two of this act shall be assessed by the commissioners on the property liable for the same in the following manner : there shall be assessed against each owner such a propor- tion of the entire expense of improving said road as the number of feet frontage of such owner on said road bears to the entire number of feet frontage on said road. Where other roads or streets abut on such road, the assessment shall be made against the town in which such roads or streets are situated, for such proportion of. the total expense of such improvement as the number of feet width of such roads or streets bears to the whole number of such improved road. The tax-list, when completed, shall be verified by the oath of the commissioners and be filed in the office of the clerk of the town, and a copy delivered to the supervisor, who shall present the same to the board of supervisors of the county at their next succeeding annual session, and the said board shall cause such tax to be levied and collected in the same manner as other taxes are levied and collected by their authority. The tax for such road district shall be stated in the assess- ment-roll of the town in a separate item from other taxes. The avails of such tax, when: collected, shall be paid to 855 $198 TURNPIKE AND PLANK-ROAD COMPANIES. said commissioners, and shall by them be applied to the purposes only for which such tax was raised. This sec- tion shall apply to all districts heretofore constituted. in which the assessments have not been made and the money collected thereon. [As amended by Laws of 1882, ch. 289. ] 197. Map of taxable lands. § 5. The commissioners above named shall cause to be made and filed in the office of the town clerk in which such road district shall be situated, a map describing the lands situated therein liable to taxation for the purposes of this act. 198. Term of office and duties of commissioners; number of. § 6. The term of office of such commissioner shall be. one year from the time they shall be qualified as herein provided ; and one week before the expiration of their term of office, on notice published in the nearest news- paper, the persons liable to be taxed for the purposes herein provided, in any such district, shall assemble at some place within the district, to be named in the notice, and elect by the votes of a majority of their num- ber present, three commissioners to take the place of the commissioners first appointed. The commissioners thus chosen shall perform the same duties and be subject to the same liabilities as the commissioners first appointed, and shall hold their office for one year, and until their successqrs shall be duly elected and qualified as herein provided ; and elections for the choice of such commis- sioners shall thereafter be held annually in the same manner, one week before the expiration of the term of the outgoing commissioners. At each annual meeting for the election of officers, the lawful voters thereat, shall 856 TURNPIKE AND PLANK-ROAD COMPANIES. - § 202 by the vote of a majority of their number, fix the sum to be raised during the year for the maintenance and improvement of the road in the district. 199, Annual statement. $7. At each such annual meeting, such commissioners shall present thereat a detailed statement of their receipts and expenditures for the past year, which statement shall within six days after such presentation be filed in the office of the town clerk. 200. May borrow money. § 8. The commissioners shall have authority to borrow, on their official bond, any sum of money not exceeding in any year the amount of tax authorized to be raised therein, and in anticipation of such tax, which they shall need for the purposes contemplated by this act. 201. Commissioners to receive no compensation. § 9. The commissioners shall receive no compensation | for their services, but may appoint such foreman as they shall deem necessary to superintend the work to be done in the district, and pay them a reasonable compensation for their services. But the commissioners may be reim- bursed, out of the funds of the district for the actual ex- penses which they may necessarily incur in the discharge of their duties, the accounts for which expenses they shall respectively verify by their oaths. [Sections 10 and 11 were repealed by Laws of 1881, ch. 464.] 202. Amount of toll to be charged. (Laws of 1876, ch. 435.) Srction 1. No more toll per mile shall be taken, as provided by the terms of chapter two hundred and ten of the laws of eighteen hundred and forty-seven, entitled 857 § 205 TURNPIKE AND PLANK-ROAD COMPANIES. ‘« An act to provide for the incorporation of companies to construct plank-roads and of companies to construct turn- pike-roads,’’ passed May seventh, eighteen hundred and forty-seven, than for the number of miles which shall be travelled by the person or persons using such roads to the end that where diverging roads strike any plank-road or turnpike-road, at or near any toll-gate, the toll charged for using such plank-road or turnpike-road shall com- mence from the point of such divergence, and the toll charged shall be only for the distance travelled on such plank-road or turnpike-road, provided, however, that fractions of cents may be made units of cents in favor of said plank or turnpike-road ; provided, that the board of supervisors of any county in which any such plank-road or turnpike may be situate, and for so much thereof as shall lie within said county, shall, by a majority vote, pass a resolution, declaring it to be proper that such dis- crimination shall be made. 203. May lay iron rails, (Laws of 1879, ch. 214.) Section 1. Any plank-road or turnpike company shall have power and is authorized to lay iron rails on their road suitable for the use of wagons and vehicles drawn by horses going over its road, except in the counties of Cortland, Orleans, Kings, Onedia, New York and Steuben. , 204, Steam not authorized. § 2. Nothing contained in this act shall permit or authoriae the using of steam on any plank-road or turn- pike. 205. Extending charter of corporate existence. (Laws of 1879, ch. 441.) SrcTion 1. In any proceedings heretofore taken under 858 TURNPIKE AND PLANK-ROAD COMPANIES. § 206 the existing provisions of law, or which shall be hereafter so taken, to extend the charter or corporate existence of any plank-road or turnpike company, the filing and recording of a copy of the resolution by which the re- quired consent of a majority of the supervisors of any county shall be given, verified either by the certificate of the clerk of the board of supervisors, or an affidavit of some members of the board of supervisors, shall be and be deemed a full compliance with the requisitions of law as to filing and recording such consent ; and the statement of the president and treasurer, and the consent in writing of the stockholders, now required by law to be filed with- in one month before the expiration of the term of the cor- porate existence of such company, may both or either of them be made and given, and may also be filed at any time previous to said one month, but within one year as the time during: which extension or continuance of such charter or corporate existence may be made ; and where such original statement and consent of stockholders, or either of them, shall be filed in the office of the secretary of state, a certified copy thereof may be filed in the county clerk’s offices, as required by law, and the filing of such copy shall be deemed and held a full com- pliance with the law in that respect. 206. Sale of franchise. § 2. Any plank-road or turnpike company may, on the consent of the owners of sixty per centum of its stock, sell, transfer, and convey the whole or any part of its rights, property, and franchises to any other plank-road or turnpike company, formed under any general law of this state; and any conveyance made pursuant to this section shall vest the rights, property, and franchises, thereby transferred, in the company to which they are thereby conveyed, for the term of its corporate existence. 859 § 207 TURNPIKE AND PLANK-ROAD COMPANIES. 207. In case of failure to file consent, etc, by mistake, the same may be filed within three months after the passage of this act; proviso. _ (Laws of 1880, ch. 484.) Section 1. Whenever, by oversight or mistake, the officers of any plank-road company or turnpike company have neglected to make, file and record in the office of the clerk of the county or counties in which such plank- road or turnpike-road is located, within one year before the expiration of ‘the term of the corporate existence of such company, and in the office of the secretary of state, the consent provided for in section one of chapter one hundred and thirty-five of the laws of eighteen hundred and seventy-six, and a statement showing the actual capital expended in the construction of any such plank- road or turnpike-road, exclusive of repairs, together with the consent, in writing, from the persons owning two thirds of the capital stock of such company, and a state- ment of the number of years which they shall desire such corporate existence extended and the name of each town or ward through or into which such road passes, it shall be lawful for such companies to make and file in the office of the secretary of state and in the office of the clerk of the county in which such companies may be situate, a statement showing the actual capital expended in the construction of any such plank-road or turnpike- road, exclusive of repairs, together with the written con- sent of a majority of the supervisors of the county or counties in which said companies are located, and the | consent in writing of the persons owning two thirds of the capital stock of such companies, respectively, con- senting to their or its corporate existence ; then, in such case, the corporate existence of such company or com- panies is hereby renewed, revived and extended for not more than thirty years, or for less time as may be specified and stated in such statements and consents, and 860 TURNPIKE AND PLANK-ROAD COMPANIES. § 208 4 it is also herein further provided that if the consent of the persons owning two thirds of the stock of said com- panies, respectively, cannot be obtained by reasons of removal or absence from their last-known place of resi- dence, then, in such case, the consent of the persons owning two thirds of the stock whose location or resi- dence is known or ascertained shall be deemed and con- sidered as sufficient consent on the part of the stock- holders to the extension of the corporate existence of such plank-road or turnpike company or companies, provided further that public notice be first given by the president or secretary of such ¢ompany for four weeks by advertisement in the state paper and in not less than two newspapers published in the county in which such roads are located, of the intention to extend the corporate existence of said plank-road or turnpike company. [Thus amended by Laws of 1881, ch.117. By § 2 of the same act, it is provided that this amendment “ shall not. apply to the counties of Ulster, Herkimer and Otsego.’ | 208. Town not to take possession of lands, not originally a highway, until payment of amount paid by company. § 2. Whenever any plank-road company shall, for any reason, fail to have its corporate existence extended, or when any judgment of ouster, or dissolution, or any order or judgment restraining the exercise of its former franchises, has been made or rendered against any such company, in any action pending when the act hereby amended was passed, or shall be hereafter rendered in any action which has been or shall be brought for such purpose, then and in any such case such portion of the line of said road as was built over lands which were ‘originally purchased by said company for that pur- pose, and was not previously a public highway, shall not be used as a public highway nor taken possession or con- 861 §1 WAREHOUSE, ETC., COMPANIES. trol of by the town in which the same may lie, or be claimed, or worked or used asa public highway, until the said town shall pay over to the treasurer, or receiver or other legal representatives of such company, or to his, or its, or their assigns, the principal sum of the amounts paid by said company for the same, as shown by the deeds of conveyance thereof given to said company there- for; and any judgment rendered hereafter, as above specified, shall provide accordingly. Such payments shall be made within three months after the expiration of the corporate existence of any such company, or, when any such judgment as above mentioned has been or shall be rendered, then within three months after service of written notice of the entry thereof on the supervisor of such town; and the person receiving such payment is authorized and required to execute a proper discharge therefor, and a conveyance to said town of all the title and interest which said company had in such lands at the expiration of its corporate existence. [Thus amended by Laws of 1881, ch. 337.] See Brive. VESSELS. See Manuractoures, II., Towrne, WREcEING. WAREHOUSH, ETC., COMPANIES. 1, Manner of incorporation and objects. e (Laws of 1869, ch. 605.) SEcTION 1. The act entitled ‘‘ An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes,” passed February sev- enteenth, eighteen hundred and forty-eight, is hereby amended by inserting in the first section thereof, after 862 WAREHOUSE, ETC., COMPANIES. § 2. the words ‘‘ manufacturing, mining, mechanical or chemi- cal,’? the words ‘‘or elevating, warehousing, storing or milling,” so that under said act, and the acts amendatory thereof, it shall be lawful to form companies for carrying on the elevating, warehousing, storing or milling busi- ness, jointly or separately. 2. Objects, duties and obligations. (Laws of 1881, ch. 650.) Section 1. Any three or more persons may, and are hereby authorized, to organize and form themselves into a corporation in the manner (except as hereinafter pro- vided) specified or required in or by the act entitled ‘“‘ An act to authorize the formation of corporations for manu- facturing, mining, mechanical or chemical purposes,” passed February seventeenth, eighteen hundred and forty-eight, or any amendment or amendments thereof, for the objects and purposes of carrying on the busi- ness and operations of owning, constructing, maintain- ing, using and operating warehouses, elevators, docks, wharves and basins. Every corporation so formed shall have and may exercise any and all powers and privileges necessary or proper in carrying on or connected with such business or operations, or any part or parts thereof, and all the capacities, powers, benefits and privileges mentioned in or conferred by the aforesaid act, passed February seventeenth, eighteen hundred and forty-eight, or any amendment or amendments thereof ; and shall be subject to all the duties and obligations imposed by, and the provisions of the said act as amended, except as herein otherwise provided. See Bumpmne, II., Manuracrursgs, II., Rivxs, WHARVES, 863 § 3 WATER-WORKS COMPANIES. WATER-WORKS COMPANIES.* I. For Business PURPOSES. 1. Act extended to water for mining. (Laws of 1866, ch. 371.) 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 manu- facturing, mining, mechanical or chemical purposes,” passed February seventeenth, eighteen hundred and forty-eight, 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. 2. Corporations subject to certain provisions. § 2. 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. 3. Former incorporations may proceed hereunder. § 3. It shall and may be lawful for any corporation heretpfore 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 * The wilful injury to a gas or water pipe is punishable by two years’ im- prisonment under § 639 of the Penal Code of 1882. 864 WATER-WORKS COMPANIES. § 6 specified among the objects for which such corporation is ‘formed in its certificate of incorporation.* 4, Organization of water companies, (Laws of 1880, ch. 85.) SrctTion 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 manufact- uring, mining, mechanical or chemical purposes,’’ passed February seventeenth, eighteen hundred and forty-eight, and the amendments thereof and supplements thereto, for the purpose of accumulating, storing, conducting, selling, furnishing and supplying water for mining, do- mestic, manufacturing, municipal and agricultural pur- poses, and may acquire, take, hold, lease and convey lands and water power suitable for those purposes. 5. Liability of company and stockholders. § 2. 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 con- fined in their operations to the county in which their certificate shall be filed. 6, Mining companies may conduct business au- thorized by first section. § 3. It shall and may be lawful for any corporation heretofore incorporated for mining purposes, under the act mentioned in the first section of this act, to conduct % By Laws of 1874, ch. 143, §16 (the hotel act, ante), it is forbidden to organize any more companies under this act. It is probable that ch. 799 of Laws of 1866 was intended, which relates to hotels ; see Manufactures, IT., ante. The first three sections of ch. 85 of Laws of 1880, post, are the same as this chapter. 55 865 88. WATER-WORKS COMPANIES. 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 incorpora- tion. 7, But must file certificate of such intention. * §4, It shall and may be lawful for any corporation heretofore incorporated for mining purposes, under chap- ter forty of the laws of eighteen hundred and forty- eight, entitled ‘‘ An act to authorize the formation of cor- porations for manufacturing, mining, mechanical or . chemical purposes,’’ or under any amendment of or sup- plement to the said acts, to conduct the business for which the formation of corporations is authorized by this act ; provided a certificate signed and acknowledged by a majority of the trustees of the said corporation shall be filed in the office of the clerk of the county where the original certificate of incorporation was filed, and a certi- fied copy thereof in the office of the secretary of state, stating that the said corporation intends to avail itself of the provisions of this act, and to carry on the business provided for in this act in addition to the business speci- fied in the said original certificate of incorporation. 8. Corporation may acquire title to land in same manner as railroad companies. § 5. Any corporation formed under this act for the pur- pose among other things of supplying cities with water, may acquire title to land for the purposes of their busi- ness, in the same manner specified and required in and by the act entitled ‘‘ An act to authorize the formation of railroad corporations and to regulate the same,’’ passed * April second, eighteen hundred and fifty, and the acts — amendatory thereof and supplemental thereto, and such 866 , WATER-WORKS COMPANIES. § 10 corporation may lay pipes for the purpose of conducting water for the purposes of their business under any of the navigable waters of this state, provided they are so laid as not to interfere with the navigation of such waters. No corporation shall be formed under this act for the purpose of accumulating, storing, conducting, furnishing or supplying water for domestic, manufacturing or mu- nicipal purposes in the city of New York. [Thus amended by Laws of 1881, ch. 472. ] 9. May make contracts to fyrnish water. § 6. Such corporation so formed under this act may contract with any corporation in this state, public or pri- vate, to furnish water for any of the purposes in this act mentioned, and every corporation in this state is hereby authorized to enter into such contracts with such corpora- tions formed under this act. [Thus amended by Laws of 1881, ch. 472.] II. For Suprtyinc TowNs AND VILLAGES.* 10. Number of persons required. (Laws of 1873, ch. 737—An act in relation to the creation and formation of water-works companies in towns and villages of the state of New York.) Sxctron 1. Any number of persons not less than seven may hereafter organize in any town or village of this state a water-works company, under the provisions of this act. * The Law of 1875, ch. 181, entitled ‘‘ An act to authorize the villages of the state of New York to furnish pure and wholesome water to the inhabi- tants thereof’’ relates to the rights and powers of municipal corporations and the officers thereof, and is therefore omitted from this title. But it may be necessary to consult it when private companies are formed as pro- vided by the laws set forth in this title. 867 § 11 WATER-WORKS COMPANIES, 11. Application to form company, contents of, etc.; authorities to grant or reject application; certifi- cates to be filed; recitals in; body corporate; capital stock ; authorities. § 2. Whenever any persons to the number of seven or more, shall organize for the purpose of forming a water- works company to supply water to any of the towns or villages and the inhabitants thereof, in this state, they shall present to the town or village authorities an applica- tion setting forth the persons who propose to form said company, the proposed capital stock thereof, the pro- posed number and character of the shares of such capital stock and the sources from which water is intended to be supplied. Such application shall be signed by the per- sons who propose to form said company, and shall con- tain a request that the authorities of such town or vil- lage shall consider the application to supply such town or village of this state, or the inhabitants thereof, with pure and wholesome water. Said authorities shall, with- in thirty days of the presentation of said application, de- termine by a vote whether said application shall be granted ; and the authorities of any town or village in this state are hereby authorized and empowered to make such determination, and when the same shall be made, to sign a certificate to that effect and immediately trans- mit the same to the persons making such application, or either of them. If such application is granted in whole, or in part, duplicate certificates of such determination shall be filed in the office of the clerk of said town or village, and in the office of the county clerk of the county in which the town or village granting such application shall be situated. The persons named in such applica- tion shall thereupon meet and organize as a water-works company under such corporate name as they may select. They shall file in the office of the secretary of state a cer- tificate of such organization. Said certificate shall recite 868 WATER-WORKS COMPANIES, § 11 the fact of such application and determination, and shall contain the name of the corporation, the names of the members of said corporation and their residences, the amount of capital stock, the location of the office of said company. Such certificate shall be subscribed by the persons by whom such application was made and sworn to by a majority of such persons. Upon the filing of said certificate said water-works company shall be known and deemed a body corporate,’ and shall be capable of suing and being sued by,the corporate name which they shall have selected, in any of the courts of this state, and shall have the right to lay and maintain their pipes and hydrants for delivering and distributing water in any street, highway or public place of such town or village for which consent shall have been given as heretofore provided. The capital stock of said company shall be paid in in the manner and within the time provided by the ‘‘ Act to authorize the formation of corporations for manufacturing, mechanical or chemical purposes,”’ passed February seventeenth, eighteen hundred and forty-eight, and the several amendments thereto, and the stockholders of said companies shall be personally lia- ble for the debts of said companies in the same manner and to the same extent as is provided by said act and the amendments thereto, but they shall not be liable for any debt secured by a mortgage. The authorities in this act. authorized and referred to are as follows, to wit; for any incorporated village, the board of trustees thereof and the supervisor of the town ; and for any town, the super- visor, justices of the peace, town clerk and highway com- missioners thereof. And all acts to be done under this act by such authorities may be done by a majority of their number at a meeting duly called or held. [Thus. amended by Laws of 1881, ch. 213.] 869 § 14 WATER-WORKS COMPANIES. 12. Corporate powers. § 3. Said corporation shall have power to take and hold real estate for the purpose of their corporation, and may have, hold and occupy any of the waters of this state ; provided, however, that nothing herein contained shall be deemed to infringe upon any private right which shall not have been the subject of an agreement and lease or purchase by said corporation. Provided, that said com- panies shall have no power to take or use water from any of the canals of this state or any canal reservoirs as feed- ers or any streams which have been taken by the state for the purpose of supplying the canals with waters. 13, Id. § 4. Any corporation organized under the provisions of this act may, and they are hereby authorized and em- powered to lay their water pipes in any streets or avenues or public places, in any streets or avenues of an adjoining town or village, to the town or village where their appli- cation shall have been granted. 14, Corporations may supply water on contract; proviso. § 5. Said corporations are authorized and empowered to supply the authorities or inhabitants of any town or village, where they may have organized, with pure and wholesome water, at such rates and cost to consumers as they shall agree upon, and such town or village, by its said authorities, may contract with such company for the delivery by said company of water through hydrants or otherwise, for the extinguishment of fires and for sani- tary or other public purposes, and the amount of such contract agreed to be paid shall be annually raised as a part of the expenses of such town, and any such corpora- tion shall have the power to borrow money for the pur- 870 WATER-WORKS COMPANIES. § 16 pose of constructing its works, and to issue bonds and mortgage its property and franchises to secure the pay- ment of the same. Provided that in towns where there shall be an incorporated village constituting a part only of such town, no tax shall be levied, assessed or col- lected upon the taxable property within the village limits for the purposes of this act, except in pursuance of an agreement with the village authorities. [Thus amended by Laws of 1881, ch. 321.] 15. Injuries to works, how punished. § 6. Any person who shall maliciously or wilfully de- stroy or injure any of the works or property of said com- pany, or who shall maliciously or wilfully do any act which shall injuriously affect or tend to affect the water of said company, shall be guilty of a misdemeanor, and may be punished by a fine or imprisonment, or by both fine and imprisonment, in the discretion of the court, and shall also forfeit and pay to the company treble damages sustained thereby, to be recovered in any court having cognizance thereof, with costs. 16. Increase, etc., of stock; certificate to be filed. § 7. Any company formed under this act may increase or diminish its capital stock to any amount which may be deemed sufficient and proper for the purposes of the company, by a vote of the stockholders representing not less than two thirds of the capital stock, at any meeting of the stockholders, duly called, and signing and acknowl- edging a certificate showing the amount of the capital stock of the company, the amount to which it is to be increased or diminished, and the amount of the capital stock owned or represented by each of the persons sign- ing the certificate, which certificate shall be signed by stockholders owning or representing not less than two 1 871 § 18 WATER-WORKS COMPANIES. thirds of the capital stock of the company, and acknowl- edged before some officer competent to take the acknowl- edgment of deeds, and filed in the office of the clerk of the county in which the certificate of the organization of the company is filed, and a duplicate thereof in the office of the secretary of state ; and when so filed, the capital stock of such company shall be increased or diminished to the amount specified in such certificate ; provided, if the amount of the debts and liabilities of the company exceeds 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. [Added by Laws of 1881, ch. 77.] 17, May secure debts by mortgage. § 8. Any company formed under this 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 or personal estate of such corporation ; and every mortgage so made shall be as valid and binding to all intents and purposes as if executed by an individual owning such real or personal estate, provided, that the written assent of the stockholders owning not less than two thirds 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. [Added by Laws of 1881, ch. 77.] 18, Acquiring land. (Laws of 1876, ch. 415.) ‘ SECTION 1. Whenever any company, formed under the provisions of the act entitled ‘“‘ An act in relation to the creation and formation of water-works companies in towns and villages of this state,” passed June twelfth, eighteen hundred and seventy-three, shall have fully 872 WATER-WORKS COMPANIES, § 20 completed its organization as provided by said act, and shall have made a contract with any town or village, as. provided by section five of said act, to supply such town or village with pure and wholesome water, the said com- pany and its agents and employés shall be authorized tu enter upon any land or water for the purpose of making surveys, and to agree with the owner of the property, which may be required for the purposes of the act to which this is a supplement, which may be required for the purposes of said act, 4s to the amount of compensa- tion to be paid such owner, subject to a revision by the court, upon application by any three taxable inhabitants of the town or village. 19, Survey and map. § 2. Before entering upon, taking or using any land for the purposes of the above-recited act, the said company shall cause a survey and map to be made of the lands in- tended to be taken or entered upon for any of the pur- poses of the said act, by and on which the land of each ‘owner or occupant shall be designated, which map shall be signed by the president of the said company and its secretary, and be filed in the office of the county clerk of the county in which the said lands are situated ; and the said company, by any of their officers, agents and ser- vants, may enter upon any lands for the purpose of making such survey or map. 20. Proceedings to acquire title to lands. § 3. In all cases where the said company shall be un- able to agree with the persons owning or having an inter- est in any lands, tenements and hereditaments required for the purposes of this act, the supreme court, at any special term thereof held in the judicial district in which said lands may be situated, shall, on the application of 873 § 20 WATER-WORKS COMPANIES, the said company, after ten days’ written notice person- ally served on such persons, or where such notice cannot- be personally served within this state, or such persons shall be infants or otherwise incapacitated from receiving personal notice, then by service in such manner as the said court shall direct, appoint three disinterested citi- zens of the county in which the said lands are situated, who shall be freeholders, as commissioners to determine the damage sustained by each of such persons by reason of the taking or use of his or her Jands, tenements or heredit- aments for the purposes of the above-recited aet ; such commissioners shall take the oath required by the con- stitution of public officers, and shall personally ex- amine each parcel of land or other property proposed to be taken or used, and shall estimate and report to said court, at any term thereof held in the said judicial dis- trict, the several sums which they shall decide to be a just compensation to such owners or persons interested respectively, for the appropriation to the purposes of this act of any property, right or privileges that may be so required or for the title and use of any such property ; notice to the persons interested of the first hearing before the commissioners shall be given in such manner and form as the court shall direct; such commissioners may ex- amine witnesses upon hearings before them, and shall have power to administer oaths to such witnesses, and all the evidence they shall take shall accompany their report to the court. Ten days’ notice in writing of the time and place of the presentation of the said report shall be given to the parties interested. On the presentation of such report,the said court may confirm or amend the same or appoint new commissioners who shall proceed in like manner with the first commissioners, and whose report subject to amendment as aforesaid shall be final and shall be confirmed by said court ; but whenever the right or estate in'land desired to be acquired is the right for the 874 WATER-WORKS COMPANIES. § 20 purpose of the storage, distribution or delivery of water, to lay pipes or mains in land designated as a street, high- way or road upon a map made by the authorities of any town or village or other competent authority, or used as a public highway or street, or as a turnpike or plank- road, any corporation formed under this act, after filing in the office of the clerk of the county in which the said corporation is located, a map showing the streets, high- ways, roads, turnpike and plank-roads desired to be used, may, without any further notice and without giving notice of such application, save the publication in a news- paper to be designated by the supreme court of a notice stating the time and place of making such application, apply for the appointment of three commissioners to de- termine what damages ought to be paid to the owners of property abutting on the thoroughfares designated on said map. And the notice of the first hearing before the commissioners, when appointed, may be by advertisement or notice, and in such form and with such designation of the persons interested as the court may direct ; and any party who shall not appear before such commissioners and file a notice of a proper place, where notice may be served on him or them, shall not be entitled to any notice of the application to confirm the report of such commis- sioners. No appeal that may be taken from any order made in a proceeding instituted under the provisions of this act shall cause any stay of proceedings, nor shall any appeal be effectual unless the party taking such appeal stipulates not to disturb the possession of the corporation under the easement effected by such appeal, and at any stage of such proceedings the court may authorize the corporation to continue in possession and use such real estate during the pendency and until the final conclusion of such proceedings, and may stay all actions or proceed- ings against the company on account thereof on such company paying into court a sufficient sum, or giving 875 § 23 WATER-WORKS COMPANIES. security as the court may direct, to pay the compensation therefor when finally ascertained ; and in every such case the party interested in such real estate may conduct the ‘proceedings to a conclusion if the company unreasonably delays or omits to prosecute the same. Such commission- ers shall receive from the said company the sum of three dollars per day each for each day employed by them in the performance of their duties as above provided, together with the amount which the said commissioners shall certify, on their oaths, as correct in their said report for incidental expenses connected with their work, in- cluding the preparation of such report. [As amended by ch. 482, Laws of 1883.] 21. When seized of property. § 4. Whenever any report of such commissioner shall have been confirmed by the said supreme court, the said company may deposit, as said court may direct, or pay to said‘owner or to such person or persons, as the court may direct, the sum mentioned in the said report in full compensation for the property so required and thereupon the said company shall become seized in fee of the prop- erty so acquired, and the said company shall be dis- charged from all claim by reason of any such appropria- tion or use. 22. Subject to certain provisions. § 5. All companies organized under this act or the act to which this is supplementary, shall be subject to the provisions of section twenty-two of chapter one hundred and eighty of the laws of eighteen hundred and seventy- five. 23. Orders to be recorded in deed books. (Laws of 1883, ch. 216.) § 6. Orders, under which lands, water rights, easements, 876 WATER-WORKS COMPANIES. § 25 and privileges have been or shall hereafter be acquired in proceedings authorized by this act may be recorded in the books wherein deeds are recorded by the county clerk or register of the county wherein such lands, water rights, easements and privileges are situated, and indexed under the name of the corporation as grantee, and under the name of the person from whom acquired as grantors, which records shall have the same force and effect as the records of conveyances under the statutes of this state. See Prez Linz, Steam Hzartinea. 24, Companies may contract with villages to fur- nish water. . (Laws of 1883, ch. 483.) Srction 1. Any company which shall have fully or- ganized and be in actual operation under the provisions of chapter seven hundred and thirty-seven of the laws of eighteen hundred and seventy-three, entitled ‘‘ An act in relation to the creation and formation of water-works companies in towns and villages of the state of New York,” to supply any town or village with pure and wholesome water, shall have the power to enter into a contract with any other town or village, or the authorities thereof, in the county in which they shall have organized, for the purpose of supplying such town or village, or the inhabitants thereof, with pure and wholesome water, and said contract so made shall be valid and binding and of the like force and effect as if the said company had duly organized for said purpose in such town or village. 25, Rights and powers. $2. All the rights, powers and privileges conferred, and all the duties and obligations imposed by said chapter seven hundred and thirty-seven of the laws of eighteen hundred and seventy-three, and by all acts supplementary thereto or amendatory thereof, are hereby conferred and 877 §1 WRECKING COMPANIES. imposed upon any such company so contracting with any other town or village, or the authorities thereof, for the purpose of enabling it to carry out and perform such con- tract ; and all the provisions of said act and of all acts supplementary thereto or amendatory thereof, and not inconsistent with this act, are hereby made applicable to any such company and town or village so contracting, so far as the same can be made applicable thereto. 26. Not to apply in Kings county. § 3. The provisions of this act shall not apply to any towns in the county of Kings. WHARVES. See Drepcine, Manoractorss, II., WarEHOUSE. WINE. See AGRICULTURE. WOOL ° GROWING. See Anrmau CULTURE, WRECKING COMPANIES. 1. Objects and mode of incorporation. (Laws of 1851, ch. 14—An act to extend the operation and effect of the act passed February seventeenth, eighteen hundred and forty-eight, entitled ** An act'to authorize the formation of corporations for manufacturing, minimg, mechanical or chemical purposes."’) Section 1. Any three or more persons may organize and ‘form themselevs into a corporation in the manner speci- fied and required in and by the act entitled ‘‘ An act to authorize the formation of corporations for manufactur- ing, mining, mechanical or chemical purposes,” passed 878 WRECKING COMPANIES. § 2 February seventeenth, eighteen hundred and forty-eight, for the purpose of constructing and using machines for the raising of vessels or other heavy bodies. 2. Not limited to county. § 2. Every corporation so formed shall be subject to all the provisions, duties and obligations contained in the above-mentioned act, and shall be entitled to all the bene- fit and privileges thereby conferred, except that such cor- porations shall not be confined in their operations to the county in which their certificate shall be filed. See Manuracturgs, II., Towmne. YACHTING. See Ciuss. 879 PART IIL PRACTICAL FORMS. 1. Certificate of Incorporation or of Association. We, the undersigned (give the description of the per- sons required by the particular law as to who they shall be, residents, citizens, etc.), do hereby certify that we have associated together to form a (state the kind of corpora- tion or association), under the act of the legislature of the state of New, York entitled (state title), passed (date), and known as as chapter —, Laws of 18—, for the purposes or object (state them definitely, to bring it within the act under which. the incorporation is sought).* The corporate name of said corporation (or association) is (st&te name). The term of its existence is years. The amount of the capital stock is and is divided into shares of dollars each. The number of trustees (or directors) of said corpora- * It may not be necessary to state the particular law under which the in- corporation or association is sought; but as there are, in many cases, a choice between several statutes for the same objects of incorporation, it is much safer to state definitely under which law the incorporation is sought, and then follow out its provisions, and thus avoid complications. A certificate of incorporation may be amended. See Laws of 1871, ch. 135, ante, page 12. Fees for recording certificates and other papers, and also for copies of papers, see Laws of 1881, ch. 22, ante, page 21, and laws of 1882, ch. 156, for fees of secretary of state. 56 881 §2 PRACTICAL FORMS. tion is (state number required or allowed by the special statute). The following are the names of the trustees (or direct- ors) who will manage its affairs for the first year (insert names). The number of shares taken by each of the subscribers hereto are as follows (here insert names and number of shares taken by each) :* We do further certify that the operations (or principal place of transacting the business of said corporation) is New York city (and if also out of the state mention place). Dated, Signed, Acknowledged, 2, By-laws, or articles of association; subjects to be regulated by. 1, The number of directors or trustees of the corpora- tion. 2. The term of office of such directors or trustees, which shall not exceed one year. 3. The manner of filling vacancies among directors or trustees and officers. 4. The time and place of the annual meeting. 5. The manner of calling and holding special meetings of the stockholders. * This clause is not necessary in all cases, A preliminary agreement to take « certain number of shares of the capital stock in a corporation when incorporated cannot be enforced by the corporation. Lake Ontario S. BR. RB. Co. vs. Curtiss, 80 N. Y. 219. A corppration may enforce subscriptions to its capital stock by persons who subscribed its articles of association before the corporate body had legal existence. 20 N.Y. 161; 22 Id. 551; Dorris vs. French, 4 Hun, 7 292 ; see 24 Hun, 390. But when the certificate of incorporation specifies the number of shares a subscriber thereto will take, it is valid, and can be enforced after the certificate is filed. Phoenix vs. Badger, 67 N. Y. 294. A subscription for the entire amount of capital is not essential, 882 PRACTICAL FORMS. §4 6. The number of stockholders who shall attend, either in person or by proxy, at every meeting, in order to con- stitute a quorum. 7. The officers of the corporation, the manner of their election by and among the directors, and their powers and duties. But such officers shall always include a president, a secretary and a treasurer. . 8. The manner of electing or appointing inspectors of election. 9. The manner of amending the by-laws or articles of association. , 3. Notice to change place of business, A meeting of the stockholders of the Patchogue Blue Point Oyster Company will be held on Monday, February eleventh, eighteen hundred and eighty-four, at twelve o’clock noon, at company’s office, 107 Murray street, New York city, for the purpose of voting upon the change of the principal place of business of said corporation. Dated New York, January 31, 1884. G. H. §&., Secretary. 4, Annual report under manufacturing act of 1848, The Knickerbocker Steamboat Company, by the sub- scribers, who are its president and a majority of its true- tees, makes the following report, as required by law: First. The capital stock of said company is one hun- dred and forty thousand dollars, all of which has been actually paid in as follows, to wit: One hundred and thirty thousand three hundred dollars has been paid in in property purchased at the actual cash value thereof by said company as necessary for its business, in part payment for which property said one hundred and thirty thousand three hundred dollars of said stock was issued, 883 $5 PRACTICAL FORMS. at its par value, as full-paid stock and not liable to any further calls; and the remaining nine thousand seven hundred dollars of said capital stock has been paid in in cash. : Second. The existing indebtedness of said company is one hundred and forty thousand dollars, which is repre- sented by bonds secured by a mortgage of said steam- oats. In witness whereof, the president and a majority of the trustees of said company have hereunto set their hands this fifth day of February, a.p., eighteen. hundred and eighty-four. Joun E,. HorrMire, President. JOHN ENGLIS, JR., Joun ENGLIs, Joun D. Horrmire, C. M. Enaris, Majority of Trustees. State, City and County of New York, ss.: John E. Hoffmire, being duly sworn, says: I am the president of the Knickerbocker Steamboat Company, the corporation above named ; that the foregoing report is signed by the president and a majority of the trustees of the said company ; that he knows the contents of said report, and that the same is true, to the best of his knowl- edge, information and belief. ‘ Joun HE. Horrmire, President Knickerbocker St. Co. Sworn to before me, this 6th ! | day of February, 1884. B. F. Biarr, Notary Public. 5. Notice of increase of capital. Notice to StockHoLDERS.—A meeting of stockhold- 884 PRACTICAL FORMS. §6 ers of the Campbell Printing-Press and Mfg. Company will be held at the office of the company, No. 45 Beek- man street, New York city, on Monday, February twenty- fifth, eighteen hundred and eighty-four, at twelve o’clock noon thereof. The object of the meeting is to consider the propriety ‘of increasing the capital of the company from one hun- dred thousand to two hundred and twenty thousand dollars. Dated New York, January 26, 1884. A. F. Brown, J. L. Brower, Joun T. HAwWKINs, Majority of Board of Trustees. 6. Notice to reduce capital. Notice is hereby given that a meeting of the stock- holders of the Navassa Phosphate Company will be held at the office of the company, No. 12 Cliff street, New York city, N. Y., at twelve o’clock noon, on the twenty- sixth day of February, eighteen hundred and eighty-four, to consider and act upon a proposition to reduce the capital stock of said company from three million to two million one hundred and seventy thousand dollars. The transfer books of the said company will be closed. from February twenty-second to twenty-ninth, eighteen hundred and eighty-four. i New York, January 30, 1884. WaLter E. Lawron, Joun C. GRaAFFLIN, Wittiam H. CRawForp, James P. CuMMING, Joun REED, STEPHEN G. Mason, A majority of the Board of Trustees of said company. 885° §8 PRACTICAL FORMS. 7. Notice for change of name. ’ Notice is hereby given that the ‘“‘Hub Publishing Company of New York’’ will apply by petition to the supreme court of the state of New York, at a special term thereof, to be held at the chambers thereof, in the county court house, in the city of New York, on the seventh day of February, eighteen hundred and eighty- four, at half-past ten o’clock A.M., or as soon thereafter as counsel can be heard, for an order authorizing said corporation to change its name and to assume the fol- lowing corporate name, viz., ‘‘The New ons Bank- Note Company.” Dated New York, December 24, 1883. By order of the Trustees. G. W. W. Hoventon, President. J. HowarRD BARNARD, Secretary. L. F., Attorney for Petitioner. 8. Order changing name. Ataspecial term of the supreme court of the state of New York, held at the chambers thereof, in the county court house, in the city of New York, on the seventh day of February, eighteen hundred and eighty-four. Present : Hon. Charles Donohue, Justice. In the matter of the application of ‘‘ The Hub Publish- ing Company of New York’’ for an order changing its corporate name to ‘‘The New York Bank-Note Com- pany.’ On reading and filing petition of the Hub Publishing Company of New York, verified by its chief officer, set- ting forth the grounds of its application for change of its corporate name to ‘‘ The New York Bank-Note Com- pany,’’ and on reading and filing proof of due publica- tion, for six weeks, of notice of this application in the 886 PRACTICAL FORMS. §8 Albany Morning Express, the state paper, and in the Daily Register, a newspaper published in the city of New York ; and it appearing to the satisfaction of the court that notice of this application has been published for six weeks in the state paper, and in a newspaper of every country in which such corporation has a business office, to wit, in the Daily Register, in the city and county of New York; and that this application is made in pursuance of a resolution of the trustees of the said corporation ; and the court being satisfied that there is no reasonable objection to such corporation so changing its name ; Now, on motion of Mr. L. F. of counsel for said corpora- tion, no one appearing to oppose, ordered, that the Hub Publishing Company of New York be and hereby is authorized from and after the eighth day of March, eigh- teen hundred and eighty-four, to assume the new cor- porate name of ‘‘ The New York Bank-Note Company,”’ and to be known by and to use the said new corporate, name ; provided a copy of this order shall first have been filed in the office of the secretary of state and with the clerk of the city and county of New York, and shall have been published at least once in each week for four weeks in the Daily Register, a newspaper published in the city of New York. _ Indorsed: filed February 7, 1884. A copy. Patrick KEENAN, Clerk. The order, of which the foregoing is a copy, was this day duly entered in the office of the clerk of the city and county of New York, at the county court house in said city. Dated New York, February 7, 1884. L. F., Attorney for Petitioner, Broadway, New York City. 887 §9 PRACTICAL FORMS. 9. Notice for voluntary dissolution. Ata special term of the supreme court of the state of New York, held at chambers thereof, at the court house in the city of New York, on the fourteenth day of Jan- uary, eighteen hundred and eighty-four. Present: Hon. George C. Barrett, Justice. In the matter of the application of the trustees of the National Steam Sugar Refining Company for a voluntary dissolution. On reading and filing the petition of Lansing Lamont, James R. Jesup, Jr., Samuel J. Storrs and Edward Myers, and the schedule thereto annexed, duly verified by the petitioners on the third day of January, eighteen hundred and eighty-four, and on motion of 8. J. Storrs, attorney for petitioners, and on consent of attorney-gen- eral, it is Ordered, That all persons interested in said corporation show cause before Alfred Wagstalt, Esq., who is hereby appointed referee for that purpose, at his office, No. 120 Broadway, in the city of New York, on the seventeenth day of April, eighteen hundred and eighty-four, next, at twelve o’clock noon, why the said corporation, The Na- tional Steam Sugar Refining Company, should not be dissolved. And it is further ordered, that a copy of this order be published at least once in each of the three weeks imme- diately preceding the time fixed therein for showing cause in the Albany Morning Hapress, the newspaper printed in Albany in which legal notices are required to be published, and also in the Daily Register, published in the gity, county and state of New York. Indorsed: filed January 14, 1848. J. E. H. A copy. PATRICK KEENAN, Clerk. 888 PRACTICAL FORMS. § 10 10, Report to State comptroller where dividend of six per cent or more has been declared. Report of the Company, for the year end- ing the 1st day of November, a.p. 18 Office of the Company (give post-office address of company). 18 To the Comptroller of the State of New York: Agreeably to law, as treasurer of the above company, I make the following report, viz. : Total authorized capital of company............ $. Whole number of shares of stock’authorized. .... Number of shares of stock issued............... Par value of each share.......... 0.0000 c eee ees $ Amount paid into the treasury of the company on each share.............0000 eee copay aid na teteie $ Amount of capital paid iIn.................0005. $ Amount of capital wpon which dividends were COCIALEO sieisas ch raw uueeen ates eels .-$ Date of each dividend declared.................- Amount of each dividend declared......:....... $ Rate per cent per annum of dividends........... Amount of profit added to sinking fund......... $ Treasurer. Srate oF NEw York, eis CouNTY OF On this day of A.D. 18 , personally appeared before me, a notary public in and for the county of treasurer of the company, who, being duly sworn according to law, did depose and say, that the foregoing report is just and true, according as the accounts stand in the books of the company, and that it includes all dividends, whether in cash, stock, 889 § 11 PRACTICAL FORMS. scrip, or of any other character or description, declared by said company during the year ending on the 1st day of November, a.D.18 , and that the amount of profit added to the sinking fund of this'company, during the said year, without a division thereof among its stockholders, was $ as above stated. Treasurer. Sworn to and subscribed before me, | the day and year aforesaid. Notary Public. 11. Report and appraisement where no dividend or a dividend of less than six per cent has been declared.* Report and appraisement of the Company for the year ending the 1st day of November, 18 StaTE oF NEw York, t ao County or On this day of A.D. 18 , before me, the subscriber, a notary public in and for the county of personally appeared treasurer, and secretary, of the above- named company, who being by me severally duly sworn, did say that the amount of capital paid in of said com- pany is and that said company de- clared no dividend in cash, stock, scrip, or of any other character or description during the year ending the Ist day of November, 18 , save the dividends herein re- portéd, and that they will with fidelity, according to the best of their knowledge and belief, estimate and appraise the capital stock of said company at its actual value in cash, not less, however, than the average price which said * This is in addition to No. 10 in such case, 890 PRACTICAL FORMS. § 12 stock sold for during said year, and not less than the price or value as indicated or measured by the amount of the dividends made or declared during the year; and that the amount of profit added to the sinking fund of this company during the said year, without a division thereof among its stockholders, was $ Treasurer. Secretary. Sworn and subscribed before me, } the day and year aforesaid. Notary Public. . Office of the Company (give post-office ad- dress of company). 18 We, the undersigned, being the treasurer and secretary of the above-named company, do certify, that in pursu- ance of our aforesaid oaths, we have estimated and ap- praised the capital stock of said company, at its actual. value in cash as follows, viz. : shares at dollars and cents per share, amounting in the whole to dollars. In witness whereof, we have hereunto set our hands the day and year aforesaid. Treasurer. Secretary. 12, Statement for local taxation. Statement made by the (state full name of company or corporation) to the assessors of the (state town or ward of city where.the principal office or place of transacting the financial concerns of said company or corporation is located) for the purposes of taxing the property of said company for the year 18 . - § 12 PRACTICAL FORMS. Capital stock paid in or secured to be paid in, Rate of last annual dividend, Surplus earnings on hand exceeding ten per cent of the capital stock, 7 (If stock is worth less than par state actual value.) Nominal taxable capital and surplus, ; Value of other personal property, Deductions : Amount of capital actually paid for real estate (state location of real estate). Amount of indebtedness (except mortgages on real estate and current expenses), Mortgages on real estate, Amount invested in the stocks of other corporations which are taxed upon their capital, Amount invested in United States securities, Amount of capital stock held by New York state, Amount of capital stock held by any incorporated lit- erary or charitable institution, Total amount of taxable personal property and capital,* The principal place of transacting the financial business of this company is at (or state where its operations are carried on or place where it is liable to be taxed). (If this corporation is assessed by the state under Laws of 1881, ch. 361, so state.) ° (Signed) A. B., Treasurer. County oF ERIE, ® OCrry oF BUFFALO. I, A. B., the treasurer of said corporation, being duly sworn, do hereby certify and declare that the foregoing statement is in all respects just and true. STATE OF NEw York, * See People ex rel. 23 St. RB. R. vs. Commissioners of Taxes, Court of Ap- peals, April, 1884. 892 @ Index to General Provisions.” (See Index to particular kinds of Corporations, post.) PAGE Assessment for local taxation...........e..+006 1235 Assignment prohibited..............0:.0.n eee 9 Apsociationss c:scc.ceauiroansancadwanesiee-ecey os 285 Pir cassis sisrath ss Gieis whee pies ntiewsaiean mes aeeass ces 163 Farmers’ associations ........... cece cece cece eee 158 Ferry companies .............cccseecoeeesseees 314 Filling in land...... aisles Wistueinne Wwe Sie as Swe OAs 225, 313 Fine ANB a seseaearsin seasons aareiesacien aes 165, 320 Fire COMpANICSs 2.6c cscs saeve cede eee ese eeceeas 322 Fish culture ............ a attsttapniecincsiees eich 163 902 INDEX TO PARTICULAR KINDS OF CORPORATIONS. PAGE Fishing clubs ....... Ole Wisleie elane o's a\eayelao anion e's 285 Fraternities. : (See Masonic, Odd Fellows, Knights Templars.) Gas COMPANICS 2 isis ess cavcdvavecseeencssesese 327, 434, 476 Grape culture ....... ce cece cece eens desi " 156 Guana companies.............006- Sema sw ees 347 Guarantee, Indemnity, etc.............0+eseeeee 855, 373 c safety of property .......-. 02.0000 722 Gymnastic clubs ....... wctsewinewniauvasina enolic 285, 291 Halls for public entertainments, etce.............. 225, 721 $4 “MMeMOr ial oie eae seis ene geweuweevee wens %5 Health insurance............0.004 Sees de ees : 355 Heating and supply companies. .............200 435, 474, 743 IRGOTICA] o.oo ieieedo soe .esc er esesiccieie eS one's 6 Kea.c i selerd . 165 High schools.......cecseseevecececsereencsees 141 ROMEO s.5-5. 55:4 overs: precept wseceiaiaS seed. gaye. onetes wee senveie . 225, 382 es sBUDUTDAN 2... eee cee e eee 570 Hook and ladder companies. .............-..0008 322 Horse-breeding...........ceeceeeceeceecenceres 160, 163, 397 Horticultural............... gies osaerseew page Fate 156 Hospitals .......... seid GaSe vague meee ns 662 Hotel companies... 2... 0... cece cece cececcceece 390, 434 Household manufactures. .........0.. ee eee eeeee 148 Hunting clubs ..... 0... cece cence cere cnecenece 285 Ice companies ........-..0eeee cence desiecaieucasts en 401 Indigo culture......... cece eee ce ee te weer ece ats 156 Indemnity against burglary or theft............. 371 Insure fidelity of persons............. s tibialelaieieiers 355, 371 «¢ lives of animals... 2... 0... eee eee neeeee 613 € plate glass 2... cece cece cece enssscnces 610 S “health: c.cciecsaviececmesine wenn 0 sae oo we 355 “ against casualty........... ee Beas sais ‘ 355 “ ee accident,......6+.6 dade Laviteaames 855 “ “robbery ..... diaiedeereesieretee aretemese 613, 618, 722 Iron manufactute ....... aisiafet Se cvbselgass ond oaee 424 Tronmongery.......- siajeueia sievoaia ators ¥ Gea g wate cite 424 Joint-stock companies and associations’..... sia atl 22, 28, 58, 54, 55, 56 Knights Templars.......+.+++-+++ 5. KoENA ae 482 903 « INDEX TO PARTICULAR KINDS OF CORPORATIONS. Labor, patronage and capital unions............. Land improving... ...ccceesccer ee eneseneneeees ‘« paying off incumbrances on........0..e05% Laundry business ...........0. cc eee e cece re eees Loan companies... .........ce cece cece cece ene **- on homesteads .......... cece cecceennce Locomotive and car building........ SORE eR Ge Re Lodges. (See Masonic, Odd Fellows.) ‘ Lead manufactures..........cecceeeeeees a aigints EAUGOTALY? aos sisi ccesidioce shave dots ws overecsiassiers siaevaveue ekayeuata ts Manufacturing companies............eeeeeeeeees ' Annual report. CUA BAB: | siereisvn les snedein dadascavenasaeiaes oe oracntig BO PLO UL svarstargs ont wihaia vase vera ei vara SSraeserstetanatorns Business, place of. ACE 18D iy ois aain/alsieies die sels Sie wie es sae “1876... ccecece ELON ANE a Certificate, contents of. ‘* 1882....... Wie cine Siete Vathelei seem Sere Consolidation of corporations. ...........000 Bleation of officer8.............ccecceeeeees Voting fori iscsinaaicarcin arcane eae Married woman may vote....... PER Tee ETS General powers Act ISL 6 esses saws sxesieae aie saeaen eine © 1B48 . csmpmancten ter sed eed eaucaamee PAGE 307 196 196 434 195, 373 382, 389 637 424, 432 165, 402° 165 424, 434, 456, 552, 865 440 465 468 425 436 447 450 451 453 443 455 469 424 434 456, 864 478 436, 866 436 459, 480 427, 487, 453 442 477 426 436, 447 451 INDEX TO PARTICULAR KINDS OF CORPORATIONS. Mortgage of property. Act 1822) a iesecsae sas cans weaXeeuleww eke © WB4B ca ceca sah paate ial atetw isis a siets #6 “1864 tees seen es ee ion seus st F454 BE SVS OO eis cians aa tkcan acne che eine Or EK SOS SU GEL scavdivacenda orate 3 sin bests Taare eco cjoye BONS BE S(O aise leiden Bo" sarswords “Sra bdo ede ee: esate NO TIB TS sesiateasist ae scd-asaie's eieieolaveienversina ears Statement of officers on request. AGt 1854 5 sia so aniesrewsce cee us sescicielesiaess ' Stockholders’ liability. .......... cece eee e eee Stock, issue and use of..........ccceeceeere ACE LSGT. is sing ees wiesese ating obese seleas Trustees, number and powers of. ACH AST i .0ss'siads secon sisiceiewwere's cs siesieeee 1848). sss as emeninewanaee ss cae aes ees Trustees, liability of...... ......ccsceeeeee Manufacturing..........0cccseecccccccceeeveece Woollen. ......-..c00 vevanecveeoees iaaere 6 Mill-iron, ......0.seeeeceece eee eo eneietesis's Steel... .. cece cence ence ccc s css vaccresssens Nail-rods......0e.eeeecoee i cawitastoe tae ee Hoop-iron... 1... cece cece eeeeceeneeseceeens Tronmongery....-ssessseceeeree peceneee jest Sheet-copper...... Gated ea reas oe Oeatiaesals PAGE 454, 439, 442, 445, 466, 436, 440, 441, 465, 462 474 475 433 4387 453 464 465 AGT 472 448 452 467 439 439 447 456 458 469 449 457 427 437 450 458 472 27 475 468 424 INDEX TO PARTICULAR KINDS OF CORPORATIONS. PAGE BPlieCStelOa ...ci6c6 see adcaaeeeiwnracenvaecess : 424 Shot........... asdislplsierezhte uraiesiecesersaue Snare isles 424 White-lead .............2006 Sava sth ae ayaveaansate 424 Redleads:p.cuak ncagunana: ea nianmnn osleaialneae 424 Clay or earthenware ....... 6. cece cence eee 429 PENS iveraie wieicits savas seeicxsiare Gesu tcosare ete wievalsfoverdiee 431 BRO ise:is'g5 siotere sates taincaraie ele Sveiene rete veserwrarusarereieares 431 Al O's sisiais waters sen sapere ans eigcaiewieisieres hicatepate siasacsiassl 431 POrten saints ssccecsiw-eri sere sitalonarelet wis wayeisvars Gis emeve=s 431 Viead from, OF Gi x 0ciiss essere e sipisiaie.nle'esene a e's die: 431 Leathers icxwnccar sawsmasiaiensies cade newne 432 MOrOCCO ics ec sisinieccvase wave wes deni sinwe ce 432 Books ss ses.oni mascnseseestwwnwes vases seaae 434 Butter: «ccvasscacihss seseek swerve nsensa ies 434 Che eae. .. iene. cncacews ae. maaneserceroesamnes 434 Condensed milK..........66 cecesececceees , 435 Dairy products .......2.. cee cece e cece cence 435 Salt icicle eadanisccccindscsaanaae teats 449 Meats, preserving and dealing in............ 435 Slaughtering animals..............eeeeeee 435 GAB ev cctsyccoten taped Gab ois lease renee eee 476 Machines for dredging. ...........sseceeeee 318 Masonic lodges. ........c ccc c ee ees ceceeeeeece 407 Mechanical.........ccceecescccscceeates ee eenee 156, 434 Medical colleges........ cece cence eecec eee eeees 308 GE. OL CUT BELVO 20 acs oo: dase ssetsjn ever titeiar e's ininss sie wens s 156 BE IBOCIOEIOSY cieceGyes care niseiacieeniaes wieswionwsias 483 ee “ hhomewopathic. ..... 6... ee eee eee 509 es dental oiecveeasanisdaeeaawseware 510 Military: Grills... scasinevoeaccsveea secu nce caewen 285 Millin gis sissies veces MANA GaR Ae ww eee eRe 862 Mineral water, bottling and selling.............. 519 Mining..... ee ee eee 434 Mission. csisecasecaieccncieae stews aecearsieees ee 165 Missionary..... phsicaWiccis aid tatecaaaninessucmakeee 165 Mission houséS.......-.ecceccseccecsccetsenvee 662 IMGT UM ONES: :saa:5c5:5) asercioce sia g weeclesd taceserreraierein anes gare (See Cemeteries, Soldiers’ Monuments, Religious Societies.) Mortgage security... .. 0. cece e ce ee ee ene eee 195, 378 Motive power..........--..0e08 eeoeaencer aulsiocars 485, 474, 743 Museums. ..........c.ceeeee Se aaUW Ra Walesmen Nace 434 Musical clubs. ss.sssc-v sis ties siaic tas eaistedwaav ees 285 “colleges, schools, Ct0.......c.ccccceceees 821 906 INDEX TO PARTICULAR KINDS OF CORPORATIONS. z PAGE Mutual benefit......... ce ccc cece ences otasewE 116, 174, 285, 291 Navigation companies. .........sceeeeceeceeeeee a foreign Countries. ...... cee eee eee eee 628 “ ocean. ...... -iaiahe isthe Heveteinn-a ae hwelaa's 520 es lakes and rivers....... ccceseecssees 434, 528 o canals, CtC........ceceeeces Peers 434, 765 News companies........ eleig “stu sire wineevantroisrere ptetses 552 Odd Fellows’ lodges........ceccseeceeee ae sisters 553 Oil companies..........4+. a seh oo hat ta ra ete 557, 606 Omnibus or stage companies.........c0 cece sees 736 Park associations. .........seceeeeee ah grovinaelaasa ws ‘« skating and sporting. .......... ccc eee e ees 558 6S ODL VID Gy. scickas ose aieie ned6igjark oiais wsitie winerslnaceane 564 (© goricnltural cies sasinisisancece ees o 5-0 seisersione 564 86 Villa sinceawe sale sees Senaeew eve e's e's ewes 570 PAPsOna QO wwe sas 62 i 4 oe a Hestaciemea s wemndees ees 178, 662 PALO Cia: desu sis 3.3.35 swideposw sew wan saee7 Ses tS 291 Patrons of husbandry... ......ceseeseeeeeeee ae 735 Peat dnd Coal... i caice et aise ndcepereeus eens tewees 576 Pictures and statuary galleries. ..........s.s000- 165, 320 Pipe-line companies ..........00cccrseeercnevees 474, 576 Plank roads..........ccseceeeeereeee sien ao Wace 788 “ may lay iron rails....... .ceereeeeee 858 Plate-glass insurance... ..... 1... cece eee e eens 610 Political clubs. ..........ccesecerecsccreneesece 291 Poultry-raising.. ........ cece cece cece eee eeeees 163 Prevention of crime........ ccc cee cece cencere 165 se “* Dorse-stealing......cccceeeeeeeeee 613, 618 # ‘cruelty to children.............-6- B11 Printing and publishing ..........0seseeeeeeene 434, 552 Propelling boats and crafts.......0..see08 enraeie'e 434 Protection of animals............ceceeesseeeeee 613 Publishing books and newspapers ...........+.- 434, 552 Quarrying stone ......... cee e cece e eee saaenins 434 Railroads .....ccceccccccccsctnsesneteerearstes 621 ‘« operated by steam in U. S., omitted. along canals 2.0... ccs eesee rec eeeeees 621 across highways.....sessecereceeecees 622 «Norse and street ......sececeseeceneee 622 “© may lay short lines of track..... iseteaan 637 «© on turnpikes and plank-roads.......... 858 ‘© in foreign countries ...0..ceeeeeeeeeee 628 907 INDEX TO PARTICULAR KINDS OF CORPORATIONS. PAGE Railroad depots, building, etc............eeeeeee 636 “supplies, manufacturing, dealing, etc... 637 Real estate, purchase of..... eee g erence eanees 196 «4 «for residences, etc., dealing in....... 225 0: Rectory. icisseccccsacse sexs osseeecwsose sane e 178 Religious opinion, promotion of........ saat ioierese 165 st knowledge..........+. wslarp ee Re iciorieis 165 a BOCIELIE ©. 2... cece ee cee eer eee eens 688 “ as lands for burial-places...... . 658, 657, 661, 686, 688, 691 Z “ «asylums ... 2. eee eee 662 ea “s «chapel... ....ee cece 178 e “ « dispensaries......... 662 a ae “hospitals ........... 662 Si ae «schools ........0000- 662 “« “ “free churches ....... 659, 668 s ae * missions.......-.00 165 “ “ 6" “POCLORY: sisecsi. wireeiereie ss 173 ef building church sheds........ 484 of " Presbytery a corporation..... 675, 682 “ es governing bodies may form... 682 a a Baptist churches............. 692 as i Friends siiscsetaseeassavs sas 697 a “ Greek Church ........ seneque 700 as ws Methodist Episcopal ......... 702 “s a camp grounds..... 249 a as Presiding _elder’s district ......... 251 ee ae Protestant Episcopal Church. . 703 a“ se Reformed Church in America. 718 se " es Presbyter’n Church 710 “ “ ts Protestant Dutch Church.......... 718 ae oe Roman Catholic Church...... 17 s ae Shakers, united society of .... 720 a a True Reformed Dutch Church 714 < rf ‘United Brethren in Christ .... 651 @ (See Cemeteries, Benevolent, etc.) Rice Cultite: cccssksnawiedcmace ceiraewe see cadis 156 Rinks for amusements, exhibitions, etc.......... 721 Safe-deposit companies. ......... ec cee cece ween 722 Dale cceidianddesic eases cptia siemvonrene RiaiBieseiarieieeens : 449 Salvage ...... cc sceee eens Si 5 re) sayaua Bea a tetceoveunets 765 Schools, parochial.........c.ccec cece cceecencees 662 908 INDEX TO PARTICULAR KINDS OF CORPORATIONS. Schools, incorporation of.........ceeceeeecceeees Scientific ............ aiWte/ptaKer niga ceh sheild Wiaieibzaeretateys Social Clubs ccisie siavesnesainr seceaie w diaisl deus erevateiauess vers iote Soldiers’ monument associations ................ Sovereigns of industry....... 0... cere eeseeeeees Stage or omnibus companies Statutes. (See table, page X, ante.) Statuary and picture gallery.......... wise eaesees Steam heating and supply companies............ Steamboat lines in foreign countries Storing. (See Safe Deposit, Warehouse, Elevators, Milling Business.) Sugar-cane culture ......... sees e cence ence eeees Sunday-school acme meee mente nnee eer eraensaee er i ee ey Telegraph companies. Lines may be constructed...........20s0ee88 How incorporated... .......esseeececcsseeee May hold real estate... 2... ce ceeeee entre cere Taking rights of way....... .eeeeeeeeeeee . Injury to lines, punishment..............6-. Capital may be increased......... .seeeeeee Morse’s telegraph lines. .........02..ee0005 Transmitting despatches.........ceeeeceees Divulging despatches. .......s.ceeeecseeeee May extend lines.......... 2c. cceeeenereece Taxation of capital..........ceseeeeee ceee Liability of stockho!ders...... aifaiwi st sta aiatsleisnsteia Exempt from jury duty........ceeeeeeeeee Consolidation of companies.........ee.seeee Must receive despatches from other lines... .. Wires under ground.........-ecseeseereees Lines taxed as Jand.........ceceeeeeeeceees Return of length of lines...........eeeeee- In foreign countries.......ceecee cee eeeee oe Tax upon gross earning........-sseeeeseeee District telegraph companies...........+.+. Temperance clubs .......-...cseececcceecereees Tobacco culture .........6.20005 Hains Garena ede . Towing companies ........-65 sssecceeeersees :, Transportation companies.......... 4. Hanrew isis é (See Navigation.) PAGE 691 165 285, 291 730 735 736 165, 320 434, 474, 743 628 156 165 748, '750 249, 757 750 151, 757 752 152 748, 753 754, 755, 762 755, 756 756 114, 758 954, 759 759 759, 761, 762 762 123 768 628 117 156 285, 291 156 434, 764 434, 766 909 INDEX TO PARTICULAR KINDS OF CORPORATIONS. PAGE I ie 180 Trade and commerce... alan anita ena ests se Trust companies’ regulations...--++-+++e.7+0""" Turnpike companies.....-- leetenerareeseenee se? x ae incorporated by special act... 769 ae oe a “ sgeneral act . - ss “© may use iron rails.....+++-+++ eae ceRe F 307 Unions of labor, etc... ....eeeee er eceree creer 8 Union railroad depots...-..se.eseeesercerestss® A University ......0 see cece cee ee tre r cere ser sere? , 570 Villa parks.....+++++ sven eeeee bene e eee neces es “ plots, sale, etc......- +++ piaaweniineir ain vo 8 \ 21, 862 "Warehouses ...+--+-++++ seca eee e nee ecareeees 208, 72 Water-works companies. es “ for business Purposes... .-ee+eeees for supplying towns andfvillages. . mye Wharves, building, etc......- ise hsguretatievahalah a Siatolateve F a Wine from grapes ....-.eeeee seeecereseceeress 765, 878 Wrecking. .....eeeeseeeeer seer eceesee peeeennes 5 285 Yachting clubs......sseeeeeeeeeercee corres 5 910 eee ee RT NARA Co eee =< : CHAP. 611. Lave (55 G AN ACT to provide for the incorporation of credit guaranty and indemnity companies. PassEp June 10, 1886; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: Sectian 1. Any number of persons not less than eleven may associate and fn an-incorporated company for the following purposes, to-wit: To g wrantee and indemnify merchants, manufacturers, traders, and those e zag‘ed in busine ss and giving credit, from loss and_ damage by. reason 'f gaviig. and = ° * ——— those dealing’ with, thei. __ § 2. Such person shall file in the office of the Superintendent of the Insurance Department of the State of New York a declaration, signed by all of the corporators, expressing their intention to form a company for the purpose of transacting the business of guaranteeing and indem- nifying persons giving credit to those doing business with them from Joss by reason thereof as expressed in the first section of this act which declaration shall also comprise a copy of the charter proposed to be .adopted by them. - §3. The charter comprised in such declaration shall set. forth the name of the company, the place where the principal office for the iran- saction of its business shal! be located, the mode and manner in which the corporate powers granted by this act are to be exercised, the mode and manner of electing directors, and of filling vacancies (each director shall be in his own right the owner of at least one thousand dollars’ worth of stock of such company at its par value), the periods of com- mencement and termination of its fiscal year, and the amonnt of capital employed in the transaction of its business. And the Superintendent of the Insurance Departmenit shall have the right to reject any name or title of any company applied for, when he shall deem the name too similar to one already appropriated, or likely to mislead the public in any respect. § 4. Said companies formed under this act shall have the right, power and anthority to guarantee from loss, and to agree to pay to merchants, manufacturers, traders, and those engaged in business and giving credit, the debt or debts owing to them, and to indemnify them from loss, and to charge and receive therefor such » sum or per cent as a consideration for such agreement, guaranty and indemnity as shall beagreed upon between the said companies and the persons guaranteed. And shall have the right, power and authority to buy, hold, own and take an assignment of any and all claims, accounts and demands so gurranteed as aforesaid, and to hold, own and to collect the same. And to enforce the collection thereof by action, the same as the original holder and owner thereof might or could do. § 5. No company shall be incorporated under this act in the city or county of New York, wor in the county of Kings, nor shall any company incorporated under this act establish any agency for the trausaction of business in either of said counties, with a smaller capital than one million dollars. Nor in any other county of this State with a smaller capital than five hundred thonsand dollars. $6. It shall be lawful for the individuals associated for the purpose of organizing any company under this act, after having filed their declaration and charter as required by the second section of this act, to open books for the sub-cription to the capital stock of said company so intended to be organized, and to keep the same open until the full amount specified in the charter is subscribed. $7. It shall be lawful for any company organized under this act to use its capital stock or its funds accnmulated in the course of its business to purchase or pay for any claim or demand, the payment of which if, has or does gnarantee, and to take, hold, and own the same, and to invest its capital, or its fund accumulated in the course of its business, or any part thereof, in bouds aud mor' gages on unincumbered real estate within the State of New York, worth fifty per cent more than the sum loaned therecu; but in such valuation, farm buildings are not to be included. And also in the stocks of the State of New York, 4 or of the United. States, or in the stocks or bonds of either of the incor- porated cities of this State, which shall be at or above par at the time of the investment and to loan the same, or any part thereof, upon the security of such stocks or bonds, or upon bonds and mortgages, as afore- said. And to change and reinvest the same, as occasion from time to time may require. But any surplus moneys over and above the capital stock of said companies may be itvested or loaned upon any security which is satisfactory to a majority of the directors of said company. § 8. No company organized under this act. shall purchase or hold, or convey any real estate, excepting for the purposes and in the manner herein set forth: ‘ ; 1. Such as shall be requisite for its convenient accommodation in the transaction of its business. 2. Such as shall have been mortgaged to it in good faith by way of security for loans previously contracted, or for money due. 3. Such as it shall take or purchase or such as shall be conveyed to it in good faith for money due or in payment of or to secure a debt, claim, or demand held and owned by said company, which said debt, claim, or demand shall have come to said company in the ordinary and legitimate course of its business. 4. Such as said companies shall purchase at sales upon judgment decrees or mortgages obtained or made fo such debt, claim, or demand;, and also snch real estate as shall be acquired as aforesaid, and which! shall not. be necessary for the accommodation of such company in the transaction of its business, shall be sold aid disposed of within-five years after such company shall have acqnired title thereto, unless the company shall procure a certiticate from the Superintendent of the Insurance Wepartment that the interests of the company will suffer ma erially by a forced sale thereof, in which case such sale may be postponed for such period as the Superintendent of the Insurance Department shall direct in such certificate. $9 The corporators, or the trustee : or directors, as the case may be, of any company organized under this act shall have power to make such by-laws, not inconsistent with the Constitution or the laws of this State, as may be deemed nec ssary for the government of its officers and the conduct of its affairs, and the same, when necessary, to alter and amend, and they and their successors may have a common seal, and may change and alter the same at their pleasure. $10. Suits at law may be maintained by auy corporation formed under this act against any of its members or stockholders for any cause relative to the business of such corporation, and agaiust any person indebted to said corporation. : § 11. At least twenty-five per cent of the capital of such company shall be paid in before said:company shall proceed to business. No company organized under this act shall commence business before it shall have deposited with the Superintendent. of the Iusurance Depart- ment of this State at least the sum of one hundred thonsand dollars § 12. Any company formed under this act may at any time incresS€ the amount of its capital stock, after notice published once a wees for six weeks successively in two newspapers published in the county where such company is located, of such intentions, with the Written consent of three-fourths in amount of its stockholders, un/es* otherwise provided in its charter, by altering or amending their charter in this respect and filing a copy of their charter so amended, together with a ' declaration underits corporate seal, signed by its president.and directors, ' of their desire so to do, with such written consent of three-fourths in amount of its stockholders to such increase in the office of the Superin- tendent of the Insurance Department. § 13. All companies incorporated under this act shall be deemed and taken to be bodies corporate and politic, in fact and in name, and shall be subject to all of the provisions of the Revised Statntes and acts supplementary thereto iu relation to corporations, so ar as same are applicable. § 14. All companies incorporated under this act may provide in their charter for not more than thirty years’ duration. Nothing herein shall be construed to prevent the subsequent extension of the charter of com- panies organized under this act. § 15. All companies incorporated under this act shall be subject to the visitation, inspection and control of the Superintendent of the Insurance Department of the State in the same manner and to the same extent as insurance companies are subject to such visitation, inspection and control. § 16. It shall be the duty of the president, or vicé-president and secretary of each corporation organized under this act, annually, on the first day of January, or within one month thereafter, to prepare under their oath and deposit in the office of the Superintendent of the Insur- ance Department of this State, a statement of the condition of such corporation on the thirty-first day of December then next preceding, exhibiting the following items: First. The amouut of capital stock of the corporation, and the pro- portion actually paid in. Second. The property or assets held by the corporation, specifying : 1. The value as nearly as may be of the real estate held by such corporation. 2. The amount of cash on hand and deposited in banks to the credit of the corporation, specifying in what banks or trust companies the same are deposited. 3. The amount. of loans secured by bonds and mortgages constituting the first lien cn real estate on which there shall be less than one year’s interest due or owing. ‘ 4, The amount of loans on which interest shall not have been paid within one year previous to such statement. 5. The amount due the corporation on which judgments have been obtained. 6. The amount of stock of this State, of the United States, or any incerporated city of this State, and of any other stock owned by the corporation ; specifying the amount, number of shares par and market value of each kind of stock. 7. The amount of claims and demands held and owned by it, and whether the same are in judgment or in any manner secured. 8. The amount of interest actually due and unpaid. Third. The liability of such corporation, specifying : 1. The amount of losses due and yet unpaid. 2. The amounts of dividends declared and dune and remaining unpaid. 3. The total amount of losses incurred during the year. 4, The amount of all other existing claims against the corporation. Fourth. The income of the corporation during the preceding year, specifying : 9 1. The amount of premiums received. 2. The amount of interest money received. 3. The amount of income received from all other sources. Fifth. The expenditures during the preceding year, specifying : 1. The amount of losses paid during the year, stating how much of the same accrued prior and how much subsequent to the date of the preceding statement. : 2. The amount of dividends paid during the year. 3. The amount of expenses paid during the year. 4. The amount paid in taxes. 5. The amount of all other payments and expenditures. The Superintendent of the Insurance Department is hereby author- ized and empowered to address any inquiries to any corporation organ- ized under this act, or to the secretary thereof, in relation to its doings or conditions, or any other matter connected with its transactions, and it shall be the dutv of any corporation so addressed to promptly reply in writing to any such inquiries. It shall be the duty of the Superin- tendent of the Insurance Department to prepare and furnish to each of the corporations organized under this act printed forms of the annual statement required by this act, arid he may from time to time make such changes in the form of such annual statement as shall seem to him best adapted to elicit. from said corporations a true exhibit of their con- dition, situation and affairs in respect to the several points hereinbefore enumerated, and it shall be the duty of the Snperintendent of the Insurance Department to cause the iuformation contained in such annual statement to be arranged and communicated tothe Legislature with his annual report. : $17. This act shall take effect immediately. cHap. 143 LISS AN ACT to tax stock corporations for the privilege of organization. Passep April 16, 1886; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: Sscrion 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 capital stock which said corporation, 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 corpora- tion, 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. incorporation 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 Legislature 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 corpora- tions organized under the banking laws of this State. § 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. § 3. 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