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vision for the regulation of the business and the conduct of the affairs of the corporation, and any limitation upon its powers, or upon the powers of its directors and stockholders, which does not exempt them from the performance of amy obligation or the performance of any duty imposed by law. (Thaus amended by L 1895, ch. 672.)
[The amendment of 1895 adds all of the section after the first sentence. It enables the incorporators to insert in the certificate any provision which is not in conflict with law. In other words, a corporation is no longer to be limited to powers expressly conferred by statute, but may, by is certificate, assume any power which is not expressly or impliedly denied by statute.]
$ 11. Grant of general powers. Every corporation as such has power, though not specified in the law under which it is incorporated:
1. To have succession for the period specified in its certificate of incrporation or by law, and perpetually when no period is specified.
2. Tv, have a common seal, and alter the same at pleasure.
3. To acquire by grant, gift, purchase, devise or bequest, to hold and to dispose of such property as the purposes of the corporation shall require, subject to such limitations as may be prescribed by law.
4. To appoint such officers and agents as its business shall require, and to fix their compensation, and
5. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulations of its affairs, and the transfer of its stock, if it has any, and the calling of meetings of its members. Such by-laws may also fix the amount of stock, which must be represented at meetings of the stockholders in order to constitute a quorum, unless otherwise provided by law. By-laws duly adopted at a meeting of the members of the corporation sluall control the action of its directors. No by-laws adopted by the board of directors regulating the election of directors or officers shall be valid unless published for at least once a week for two successive weeks in a newspaper in the county where the election is to be held, and at least thirty days before such election, Subdivisions four and five of this
section shall not apply to municipal corporations. Thus amended by L. 1895, ch. 672.)
[The amendment of 1895, removes an ambiguity by providing that a by-law shall be published once in each week for two successive weeks," while the former section merely provided that it should be published " for two successive weeks." The power of a non-business corporation to take and hold property is limited by the provisions of § 12 of the general corporation law.]
§ 12. Enlargement of limitations upon the amount of the property of non-stock corporations.- If any general or special law heretofore passed, or any certificate of incorporation, shall limit the amount of property a corporation other than a stock corporation may take or hold, such corporation may take and hold property of the value of three million dollars or less, or the yearls income derived from which shall be five hundred thousand dollars or less, rotwithstanding any such limitations. In computing the value of such property, no increase in value arising otherwise than fron improvements made thereon shall be taken into account. (Thus amended by L. 1894, ch. 400.)
[This section is applicable to all non-stock corporations. Thus, in revising the laws relating to religious and membership corporations, all property limitations have been repealed and not re-enacted.]
$ 13. Acquisition of additional real property.- When any corporation shall have sold or can veyed any part of its real property, the supreme court may, notwithstanding any restriction of a general or special law, authorize it to purchase and hold from time to time other real property, upon satisfactory proof that the value of the property so purchased does not exc'ed the value of the property so sold and conveyed within the three years next preceding the application,
§ 14. Acquisition of property in other states.— Any domestic corporation transacting business in other states or foreign countries may acquire and dispose of such property as shall be requisite for such corporation in the convenient transaction of its business.
[This section operates only so far as our own jurisdiction is concerned. If the statutes of a foreign state or country prohibit such acquisition, a very different question is presented.]
$ 15. Certificate of authority of a foreign corporation.- No foreign stock corporation other tihan a moneyed corporation, shall do business in this state without having first procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the coq'poration to be carried on in this state is such as may be lawfully carried on by a corporation incorporated under the laws of this state for such or similar business, or, if more than one kinal of business, by two or more con porations so incorporated for such kinds of business respectively. The secretary of state shall deliver such certificate to every such corporation so complying with the requirements of law. No such corporation now doing business in this state shall do business herein after December 31, 1892, without having procured such certificate from the secretary of state, but any lawful contract previously made by the corporation may be performed and enforced within the state subsequent to such date. No foreign stock corporation doing busiuess in this state without such certificate shall maintain any action in this state upon any contract made by it in this state until it shall have procured such certificate.
(Applies to stock corporations only.]
$ 16. Proof to be filed before granting certificate.- Bełoro granting such certificate the secretary of state shall require every such foreign corporation to file in his office a sworn copy in the English language of its charter or certificate of incorporation and a statement under its corporate seal particularly setting forth the business or objects of the corporation which it is engaged in carrying on or which it proposes to carry on within the state, and a place within the state which is to be its principal place of business, and designating in the manner prescribed in the Code of Civil Procedure a person upon whom process against the corporatica may !!e saved within the state. The person so designated must have an office or place of business at the place where such corporal. tion is to have its principal place of business within the state. Such designation shall continue in force until revoked by an
fnstrument in writing designating in like manner some other per. son upon whom process against the corporation may be served in this state. If the person so designated dies or removes from the place where the corporation has its principal place of business within the state, and the corporation does not within thirty days after such death or removal .designate in like manner another person upon whom process against it may be served within the state, the secretary of state may revoke the authority of the corporation to du business within the state, and process against the corporation in an action upon any liability incuired within this state before such revocation, may, after such death or removal and before another designation is made, be served upon the secretary of state. At the time of such service the plaintiff shall pay, to the secretary of state two dollans, to be included in his taxable costs and disbursements, and the secretary of state shall forthwith mail a copy of such notice to such corporation if its address, or the addiess of any oficer thereof, is known to him. (Thus amended by L. 1895, ch.072.)
[Applies to stock corporations only.]
§ 17. Acquisition of real property in this state by certain foreign corporations.- Any foreign corporation created unler the laws of the United States, or of any state or territory thereof, and doing business in this state, may acquire such real property in this siate as may be necessary for its corporate purposes in the transaction of its business in this state, and convey th Sillae by deed or otherwise in the same manner as a domestic Corporation.
[This section does not, of course, extend the powers of a foreign corporation beyond the terms of its charter or the law under which it was created.]
$ 18. Acquisition by foreign corporations of real property in this state.- Any foreign corporation may purchase at a sale upon the foreclosure of any mortgage held by it, or upon any judgment or decree for debts due it, or upon any settlement to secure such debts, any real property within this state covered
by or subject to such mortgage, judgment, decree or settlement, and may take by devise any real property situated within this state, and hold the same for not exceeding five years from the date of such purchase, or from the time when the right to the possession thereof vests in such devisee, and convey it by deed or otherwise, in the same manner as a domestic corporation. (Thus amended by L. 1894, ch. 136.)
$ 19. Prohibition of banking powers.-- No corporation, except a corporation formed under or subject to the banking laws, shall by any implication or construction be deemed to possess the power of carrying on the business of discounting bills, notes or cther evidences of debt, of receiving deposits, of buying gold or silver bullion or foreign coins, or buying and selling bills of exchange, or shall issue bills, notes or other evidence of debt for circulation as money.
$ 20. Qualificat.on of members as voters.- At every election of directors and meeting of the members of any corporation, every member who is not in default in the payment of his subscriptions upon his stock or disqualified by the by-laws, shall be entitled to one vete, if a non-stock corporation, and, if a stock corporation, to one vote for every share of stock held by him for ten days immediately preceding the election or meeting.
Every pledger of stock standing in his name on the books of the corporation shall be deemed the owner thereof for the purposes of this section.
The certificate of incorporation of any stock corporation may provide that at all elections of dircotors of such corporation, each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them as he may see fit, which right, when exercised, shall be termed cumulative voting. The stockholders of a corporation heretofore formed, who, by the provisions of law existing on April 30, 1891, were entitled to the exercise of such right, may hereafter exerciso such right according to the provisions of this section,