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Power of court to make all necessary orders.

§ 3396. In all applications made under this title, where the mode or manner of conducting any or all of the proceedings thereon are not expressly provided for, the court before whom such application may be pending, shall have the power to make all the necessary orders and give the proper directions to carry into effect the object and intent of this title, or of any act authorizing the sale of corporate real property, and the practice in such cases shall conform, as near as may be, to the ordinary practice in such court.

Title, when to take effect.

§ 3397. This title shall take effect May first, one thousand eight hundred and ninety, and shall not affect any proceeding previously commenced.

CHAP. 563.

AN ACT in relation to corporations, constituting chapter thirty-five of the general laws.


SECTION 1. Short title.


2. Definitions.

3. Filing and recording certificates of incorporation.
4. Corporations of the same name prohibited.

5. Amended certificates.

6. When copy certificate may be filed.

7. Certificate and other papers to be evidence.

8. General powers.

9. Incidental powers.

10. When additional lands may be acquired.

11. May hold property in other states.

12. When foreign corporation may hold real estate.

13. May purchase at mortgage foreclosure.

14. Banking powers prohibited.

15. Powers of supreme court respecting elections.

16. Stockholder or member may stay proceedings in action collu

sively brought.

17. Majority to act.

18. Corporation not dissolved for failure to elect directors.

19. Directors to be trustees in case of dissolution.

20. Their powers as such trustees.

21. Forfeiture for non-user.

22. Extension of corporate existence.

23. Laws repealed.

24. Saving clause.

25. Construction.

26. When to take effect.

Short title.

SECTION 1. This chapter shall be known as the general corporation law.


§ 2. A municipal corporation includes a county, town, school district, village and city, and any other territorial division of the state established by law with powers of local government. A domestic corporation is a corporation incorporated by or under the laws of the state or colony of New York. Every other corporation is a foreign corporation. A stock corporation is a corporation having capital stock divided into shares. A monied corporation is a corporation having banking powers, or the power to make loans upon pledges or deposits, or authorized by law to make insurances. The term "directors," when used in any act relating to corporations, shall include trustees or other persons by whatever name known, duly appointed or designated to manage the affairs of the corporation. The term "certificate of incorporation" shall include articles of association, or any other written instrument required by law to be executed to effect the incorporation of a corporation.

Filing and recording certificates of incorporation.

§ 3. Every certificate of incorporation and amended certificate shall be filed in the office of the secretary of state and of the clerk of the county, where the principal place of business of the corporation is or is to be located and recorded in books, properly indexed, and especially provided therefor, except religious and cemetery corporations, whose certificates may be filed and recorded only in the office of the clerk of the county, where the corporation is located, and except monied corporations whose certificates of incorporation must be filed in accordance with the provisions of law relating thereto, and except municipal and fire department corporations. All taxes required by law to be paid before incorporation, and the fees for filing and recording such certificate must be paid before filing; and no corporation shall exercise any corporate powers or privileges until such taxes and fees have been paid.

Corporations of same name prohibited.

§ 4. No certificate of a proposed corporation shall be filed or recorded, having the same name as an existing domestic corporation, or a name so nearly resembling it as to be calculated to deceive, but a new or reorganized corporation may have the same name as the corporation to whose franchises it has succeeded.

Amended certificates.


§ 5. The directors of any corporation, in whose original certificate any matter required to be therein stated has been omitted, may make and file an amended certificate to conform to the requirements of law; and thereupon such corporation shall, for all purposes, be deemed to be a corporation from the time of filing the original certificate, but without prejudice to any pending action or proceeding, or to any rights previously accrued.

When copy certificate to be filed.

§ 6. If either of the duplicate certificates of incorporation shall be lost or destroyed after filing, a certified copy of the other certificate may be filed in place of the one so lost or destroyed and as of the date of its original filing, and such certified copy shall have the same force and effect as the original certificate had when filed.

Certificate and other papers to be evidence.

§ 7. The certificates of incorporation of any corporation duly filed shall be presumptive evidence of its incorporation, and any amended certificate or other paper duly filed relating to the incorporation of any corporation, or its existence or management, and containing facts required by law to be stated therein, shall be presumptive evidence of the existence of such facts.

General powers.

§ 8. Every corporation as such has power, though not specified in the law under which it is incorporated:

1. To have succession for the period specified in its certificate of incorporation or by law; and perpetually when no period is so specified.

2. To have a common seal, and alter the same at pleasure.

3. To acquire by grant, gift, devise or bequest, and to dispose of such property as the purposes of the corporation shall require, not exceeding the amount limited by law.

4. To appoint such subordinate officers and agents, as its business shall require, and to allow them a suitable compensation, and

5. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and the transfer of its stock. But no by-law regulating the election of directors or officers shall be valid, unless published for at least two weeks in a

newspaper in the county where the election is to be held, and at least thirty days before such election.

Subdivisions four and five of this section shall not apply to municipal corporations.

Incidental powers.

§ 9. In addition to the powers herein enumerated, and those expressly given in the law under which it is or shall be incorporated, no corporation shall possess or exercise any coporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given.

When additional lands may be acquired.

§ 10. When any corporation shall have sold and conveyed any part of its real estate, the supreme court may authorize it to purchase and hold from time to time other lands, upon satisfactory proof that the value of the lands so purchased does not exceed the value of the lands so sold and conveyed within the three years next preceding the application.

May hold property in other states.

§ 11. Any domestic corporation transacting business in other states or foreign countries may acquire and convey such real property therein and such personal property as shall be requisite for such corporation in the convenient transaction of its business.

When foreign corporation may hold real estate.

§ 12. Any foreign corporation doing business in this state may acquire such real property in this state as may be necessary for its corporate purposes in the transaction of its business within the state, and convey the same by deed or otherwise in the same manner as a domestic corporation.

When may purchase at mortgage foreclosure.

§ 13. Any foreign corporation may purchase at a sale upon the foreclosure of any mortgage held by it, or upon any judgment or decree for debts due it, or upon any settlement to secure such debts, any lands lying within this state covered by or subject to such mortgage, judgment, decree or settlement, and hold the same for not exceeding five years from the date of such purchase, and convey them by deedor otherwise, in the same manner as a domestic corporation.

Banking powers prohibited.

§ 14. No corporation which is not a monied corporation shall by any implication or construction be deemed to possess the power of discounting bills, notes or other evidences of debt, of receiving deposits, of buying gold or silver bullion, or foreign coins, or buying or selling bills of exchange, or of issuing bills, notes or other evidences of debt for circulation as money.

Powers of supreme court respecting elections.

§ 15. The supreme court shall, upon the application of any person or corporation aggrieved by, or complaining of any election of any corporation, or any proceeding, act or matter touching the same, upon notice thereof to the adverse party, or to those to be effected thereby, forthwith and in a summary way, hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and establish the election or order a new election, or make such order and give such relief as right and justice may require, and may, in its discretion, order issues to be made up in such a manner and form as it may direct, to try the respective rights of the parties, touching the matters complained of.

May stay proceedings in action collusively brought.

§ 16. If an action is brought against a corporation by the procurement of its directors, or any of them, to enforce any claim or obligation declared void by law, or to which the corporation has a valid defense and such action is in the interest or for the benefit of any director, and the corporation has by their connivance made default in such action, or consented to the validity of such claim or obligation, any stockholder or member of the corporation may apply to the supreme court, upon affidavit, setting forth the facts, for a stay of proceedings in such action, and on proof of the facts in such further manner and upon such notice as the court may direct, it may stay such proceedings or set aside and vacate the same, or grant such other relief as may seem proper, and which will not injuriously affect an innocent party, who without notice of such wrong-doing and for a valuable consideration, has acquired rights under such proceedings.

Majority to act.

§ 17. When the corporate powers of any corporation are to be exercised by any particular body or number of persons, a majority of such body or persons, if it be not otherwise provided by law, shall be

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