CHAP. 687. AN ACT to amend the general corporation law. The general corporation law is amended to read as follows, to take effect immediately: CHAPTER XXXV OF THE GENERAL LAWS. THE GENERAL CORPORATION LAW. SECTION 1. Short title. 2. Classification of corporations. 3. Definitions. 4. Qualifications of incorporators. 5. Filing and recording certificates of incorporation. 6. Corporations of the same name prohibited. 7. Amended and supplemental certificates. 8. Lost or destroyed certificates. 9. Certificate and other papers as evidence. 10. Prohibition of other than statutory powers. 11. Grant of general powers. 12. Limitation of amount of property of a non-stock corporation. 13. Acquisition of additional real property. 14. Acquisition of property in other states. 15. Certificate of authority of a foreign corporation. 16. Proof to be filed before granting certificate. 17. Acquisition of real property in this state by certain foreign corporations. 18. Acquisition by foreign corporations of real property in this state upon judicial sales. 19. Prohibition of banking powers. 20. Qualification of members as voters. 21. Proxies. 22. Challenges. 23. Effect of failure to elect directors. 24. Mode of calling special election of directors. 25. Mode of conducting special election of directors. 26. Qualification of voters and canvass of votes at special elections. 27. Powers of supreme court respecting elections. 28. Stay of proceedings in actions collusively brought. 29. Quorum of directors and power of majority. 80. Directors as trustees in case of dissolution. SECTION 31. Forfeiture for non-user. 32. Extension of corporate existence. 35. Saving clause. 37. Law revived, SECTION 1. Short title. This chapter shall be known as the general corporation law. § 2. Classification of corporations.-A corporation shall be either, 1. A municipal corporation, 2. A stock corporation, 3. A non-stock corporation, or A stock corporation shall be either, 1. A monied corporation, 2. A transportation corporation, or A non-stock corporation shall be eithen, 2. A library corporation, 3. A co-operative corporation, 4. A board of trade corporation, or 5. An agricultural and horticultural corporation. A transportation corporation shall be either, 1. A railroad corporation, or 2. A transportation corporation other than a railroad corporation. 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. § 3. Definitions.-A municipal corporation includes a county, town, school district, village and city and any other territorial divis ion of the state established by law with powers of local government. A stock corporation is a corporation having capital stock divided into shares. A mixed corporation is a corporation which may or may not have capital stock at its option. A monied corporation is a corporation formed under or subject to the banking or the insurance law. 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. 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. 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. 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. 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. The office of a stock corporation shall be in the county, town or city in which its business is principally carried on. The term, business of a corporation, when used with reference to a non-stock corporation, includes the operations for the conduct of which it is incorporated. The term, corporate law or laws, when used in any law forming a part of the revision of the general laws of the state of which this chapter is a part, means the general laws of the state relating to corporations included in such revision. § 4. Qualification of incorporators.--A certificate of incorporation must be executed by natural persons, who must be of full age, and at least two-thirds of them must be citizens of the United States and a majority of them residents of this state. This section shall not apply to a corporation formed by the re-incorporation or consolidation 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. § 5. Filing and recording certificates of incorporation.— Every certificate of incorporation and amended or supplemental cer tificate hereafter executed, except of a religions, cemetery, monied, municipal or fire department corporation, shall be filed in the office of the secretary of state, and shall be by him duly recorded and indexed in books specially provided therefor; and a certified copy of such certificate or amended or supplemental certificate with a certificate 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 not 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 corporate powers or privileges until such taxes and fees have been paid. § 6. Corporations of the same name prohibited.—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 any office for the purpose of effecting its incorporation. in A corporation formed by the re-incorporation, re-organization 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. - 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 file an amended certificate correcting such informality or defect or striking out such unauthorized matter; and the certificate amended shall be deemed to be amended accordingly as of 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 persons 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 truly set forth such object 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. § 8. Lost or destroyed certificates.-If either of the certificates of incorporation shall be lost or destroyed after filing, a certified 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 and effect as the original certificate had when filed. 89. Certificate and other papers as evidence.-The certificate 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. § 10. Prohibition of other than statutory powers. -No corporation shall possess or exercise any corporate powers not expressly given by law or not necessary to the exercise of the powers so given. 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 incorporation or by law, and perpetually when no period is specified. 2. To 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 regulation of its affairs, and the |