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A non-stock corporation shall be either,
1. A religious corporation, or
1. A cemetery corporation,
5. An agricultural and horticultural corporation. A transportation corporation shall be either,
1. A railroad corporation, or
poration. A membership corporation shall include benevolent orders and fire and soldiers' monument corporations.
A reference in a general law to a class of corporations described in accordance with this classification shall include all corporations theretofore formed belonging to such class.
(The original plan of the revisers to propose a mixed corporation law," was abandoned, and corporations which are here classified as “mixed corporations" are membership corporations unless they have capital stock, when they are classified as stock corporations. So, also, the plan of including benevolent orders under membership corporations was abandoned.]
$ 3. Definitions.- 1. A municipal corporation includes a county, town, school district, village and city, and any other territorial division of the State established by law with powers of local government.
2. A stock corporation is a corporation having a capital stock divided into shares, and which is authorized by law to distribute to the holders thereof dividends or shares of the surplus profits of the corporation. A corporation is not a stock corporation because of having issued certificates called certificates of stock, but which are in fact merely certificates of membership and which is not authorized by law to distribute to its meinbers any dividends or share of profits arising from the operations of the corporation.
3. The term non-stock corporation includes every corporation other than a stock corporation.
4. A moneyed corporation is a corporation formed under or subject to the banking or the insurance law.
5. A domestic corporation is a corporation incorporated by or under the laws of the state or colony of New York. Every corporation which is not a domestic corporation is a foreign corporation, except as provided by the Code of Civü Procedure for the purpose of construing such code.
6. The term directors, when used in relation to corporations, shall include trustees or other persons, by whatever name known, duly appointed or designated to manage the affairs of the corporation.
7. The term certificate of incorporation shall include articles of association or any other written instruments required by law to be filed, to effect the incorporation of a corporation, including a certified copy of an original certificate of incorporation filed for such purpose in pursuance of law.
8. The term member of a corporation shall include every person having a right to vote at a meeting of the corporation for the election of directors, other than a person having a right to vote only upon a proxy.
9. The term office of a corporation means its principal office within the state or principal place of business within the state, if it has no principal office therein.
10. The term business of a corporation when used with refer. ence to a non-stock corporation, includes the operations for the conduct of which it is incorporated.
11. The term corporate law or laws, when used in any law fonining a part of the revision of the general laws of the state of which this chapter is a part, means the general laws of this state relating to corporations included in such revision. (Thus amended by L. 1895, ch. 672.)
[The amendment to this section drops therefrom a reference to mixed corporations, provides a clearer definition of a stock corporation in paragraph 2, and of a foreign corporation in paragraph 5, and omits from paragraph 9, the requirement that " the office of a stock corporation shall be in the county, town or city in which its business is principally carried on."]
§ 4. Qualifications of incorporators -A certificate of inccpporation must be executed by natural persons, who must be of full age, and at least two-thirds of them must be citizens rif the United States and one of them a resident of this state. This section shall not apply to a corporation formed by the reincorporation or consolidatin of existing corporations, or to the reorganization of a corporation upon the sale of the property and franchises of a previously existing corporation or otherwise. (Thus amended by L. 1895, ch. 672.)
[The amendment to this section by L. 1895, ch. 672, provides that but one of the incorporators need be a resident of the state, while by the former law a majority of residents was requisite.)
§ 5. Filing and recording certificates of incorporation. Every certificate of incorporation and amended cr supplemental certificate hereafter executed shall be in the English language, and except of a religious, cemetery, moneyed, municipal or fire department corporation, shall be filed in the office of the secre. tary of state, and shall be by him duly recorded and indexed in bocks specially provided therefor; and a certified copy of such certificate cr amended or supplemental certificate with a cer. tificate of the secretary of state of such filing and record, or a duplicate original of such certificate or amended or supplemental certificate shall be filed and similarly recorded and indexed in the office of the clerk of the county in which the office of the corporation is to be located, or, if it be a non-stock corporation, and such county be net determined upon at the time of executing the certificate of incorporation, in such county clerk's office as the judge approving the certificate shall direct. All taxes required by law to be paid before or upon incorporation and the fees for filing and recording such certificate must be paid before filing. No corporation shall exercise any corpcrate powers or privijeges until such taxes and fees have been paid. (Thus avended by L. 1895, ch. 672.)
[The amendment to this section requires certificates of incorporation to be in the English language.
The secretary of state does not require the certificate of the county clerk as to the authority of the officer who takes the acknowledgment of a certificate of incorporation
The certificates of incorporation of religious corporations are not required to be filed in the office of the secretary of state. (Religious Corp. L., $ 3.)]
$ 0. Corporate names - No certificate of incorporation of a proposed corporation having the same name as an existing domestic corporation, or a name so nearly resembling it as to be calculated to deceive, shall be filed or recorded in any office for the j.l! pose of effecting its incorporation. A corporatior. formed by the reincorporation, recrganization or consolidation of other corporations or upon the sale of the property or franchises of a corporation, may have the same name as the corporation or one of the corporations to whose franchises it has succeeded. No corporatson shall be hereafter organized under the laws of this state with the word bank, insurance, indemnity, guarantee or benefit as part of its name, except a corporation formed under the banking law or the insurance law. (Thus amended by L. 1895, ch.072.)
[The last sentence is added by the amendment of 1855. The Code of Civil Procedure (S$ 2410-2417) provides a method for changing the name of a corporation by petition to the court.]
§ 7. Amended and supplemental certificates.- If, in the original or amended certificate of incorporation of any corporation, or if in a supplemental certificate of any corporation any informality exist, or if any such certificate contain any matter not authorized by law to be stated therein, or if the proof or acknowledgment thereof shall be defective, the corporators or directors of the corporation may make and tile an amended certificate correuting such informality or defect or striking out such unauthorized matter; and the certificate amended shall be deemed to be amended accordingly as cf the date such amended certificate was filed, and upon the filing of such an amended certificate of incorporation, the corporation shall then for all purposes be deemed to be a corporation from the time of filing the original certificate.
The supreme court may, upon due cause shown, and proof made, and upon notice to the attorney-general, and to such other perscns as the court may direct, and upon such terms
and conditions as it may impose, amend any certificate of incorporation which fails to express the true object and purpose of the corporation, so as to tíuly set forth such cbject and purpose.
When an amended or supplemental certificate is filed, an entry shall be made upon the margin of the index and record of the original certificate of the date and place of record of every such amended certificate.
The amendment of a certificate under this section shall be without prejudice to any pending action or proceeding, or to any rights previously accrued.
[An amended certificate after reciting the defect which is intended to be remedied, should restate the original certificate, with the error corrected, and after being properly acknowledged, the amended certificate should be filed in the same offices as the original certificate.]
$ 8. Lost or destroyed certificates.- If either of the certificates of incorporation shall be lost or destroyed after filing, a certised copy of the other certificate may be filed in the place of the one so lost or destroyed and as of the date of its original filing, and such certified copy shall have the same force anci effect as the original certificate had when filed,
$ 9. Certificate and other papers as evidence.— The certificate of incorporation of any corporation duly filed shall be presump tive evidenice of its incorporation, and any amended centtificate or other paper duly filed or recorded relating to the incorporation of any corporation, or its existence or management, and containing facts required or authorized by law to be stated therein, shall be presumptive evidence of the existence of such facts. (Tlus amended by L. 1895, ch. 672.)
[The amendment of 1895, inserts the words “ or recorded” after the word “filed.” Section 933 of the Code of Civil Procedure, provides that a certified copy of a paper filed, kept, entered or recorded in a public office is evidence as if the original was produced.]
$ 10. Limitation of powers.- No corporation shall possess or exercise any corporate powers not given by law, or
The cernecessary to the exercise of the powers so given. tificate of incorporation of any corporation may contain any pro