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MEMBERSHIP CORPORATIONS LAW
L. 1909, Ch. 40. "An Act relating to membership corpo
rations, constituting chapter thirty-five of the Consolidated Laws."
(In effect February 17, 1909.)
CHAPTER 35 OF THE CONSOLIDATED LAWS
(Formerly L 1895, Ch. 559, being chapter 43 of the General Laws.] Article 1. Short title and definitions (88 1, 2).
2. General provisions relating to membership corpora
tions (88 3–24). 3. Corporations for purposes not elsewhere authorized
(88 40–47). 4. Cemetery corporations (88 60–84). 5. Fire corporations (S$ 100–105). 6. Corporations for the prevention of cruelty (S$ 120–
123). 7. Hospital corporations ($ 130). 8. Christian associations (98 140–143). 9. Bar associations (S$ 150, 151). 10. Veteran soldiers' and sailors' associations (88 160
162). 11. Soldiers' monument corporations (S$ 170–173). 12. Boards of trade (S$ 180-182). 13. Agricultural and horticultural corporations (S$ 190–
197). 14. Medical societies (88 210–215). 15. Alumni corporations (S$ 220–227). 16. Historical societies (8$ 230, 231). 17. Veterinary associations (S$ 240–244). 18. Consolidation of library corporations in New York
city (S$ 260–265). 19. Agricultural, fair and other corporations authorized
to construct tunnels and bridges (S$ 270–273). 20. Corporations for raising and breeding and improv
ing the breed of horses (S$ 280-298). 21. Laws repealed; when to take effect (S$ 310, 311).
Explanation.— For location and disposition of former sections of the Membership Corporations Law see L. 1895, Ch. 559, in “ Consolidated Schedule of Repeals,” Vol. 7.
Short Title and Definitions
Arts. 1, 2
Short Title and Definitions Section 1. Short title.
2. Definitions. § 1. Short title. This chapter shall be known as the “ Membership Corporations Law.”
Formerly L. 1895, ch. 559, $ 1. 8 2. Definitions. Neither the term “membership corporation,” nor the term “ membership corporation created by special law,” includes a stock corporation, or a corporation organized for pecuniary profit, or a corporation subject to any of the provisions of the insurance law. Subject to such exceptions, the term
membership corporation" means a corporation hereafter incorporated under this chapter, or heretofore incorporated under any law repealed by this chapter, but does not include a “membership corporation created by special law”; and the term “membership corporation created by special law” means a corporation created by special law for purposes for all of which a corporation might be created under this chapter.
Formerly L. 1895, ch. 559, 8 2.
ARTICLE 2 General Provisions Relating to Membership
Corporations Section 3. Relation of article two to the other articles of this
chapter. 4. Extension of corporate purposes by supplemental cer
tificates. 5. Incorporation of unincorporated associations. 6. Re-incorporation of membership corporations. 7. Consolidation. 8. By-laws. 9. Members. 10. Directors and trustees. 11. Powers, duties and liabilities of directors. 12. Prohibitions on officers. 13. Purchase, sale, mortgage and lease of real property. 14. Changing number of directors. 15. Changing time of annual meetings. 16. Visitation of supreme court.
General Provisions Relating to Membership Corporations.
Section 17. Reports to comptroller by corporations receiving state
24. Compensation. § 3. Relation of article two to the other articles of this chapter. If in any other article of this chapter, there be a provision in conflict with any provisions of this article, such provisions of such other article shall prevail. If in any other article of this chapter, there be a provision relating to a matter embraced in this article, but not in conflict therewith, such provision in such other article shall be deemed to be additional to the provision in this article relating to the same subjectmatter, and both provisions shall, in such case, be applicable.
Formerly L. 1895, ch. 559, 8 3. 8 4. Extension of corporate purposes by supplemental certificates. A membership corporation, created under or by a general or special law for purposes for which a corporation may be created under any article of this chapter may, from time to time extend its corporate purposes so as to include any other purpose for which a corporation may be created under such article by filing in the offices in which its original certifi. cates of incorporation, if any, are filed, or otherwise in the offices in which original certificates of incorporation for such purposes are required to be filed, a copy of a resolution in favor of such extension, certified by the president and secretary of the corporation to have been duly adopted by the concurring vote of a majority of the members of the corporation present at an annual meeting, or a special meeting duly called for that purpose; and a certificate signed and acknowledged by a majority of the directors of the corporation, in pursuance of such resolution, with the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court, and if the care of orphan, pauper or destitute children be included among such corporate purposes, with the additional approval indorsed thereupon or annexed thereto, of the state board of charities.
Formerly L. 1895, ah. 559, § 4, as am'd by L. 1902, ch. 341, § 1. 8 5. Incorporation of unincorporated associations. An unincorporated club, society or association organized for pur$$ 6, 7
General Provisions Relating to Membership Corporations.
poses for which a corporation may be created under any article of this chapter, may, by the unanimous vote of all its members present and voting at a regular or regularly called meeting thereof, authorize its directors to incorporate for the same purposes, under such article, with a corporate name adopted by such meeting, if notice of the intention so to incorporate be given at least thirty days before such meeting, personally or by mail, to each member of such association whose residence or post-office address is known. On such incorporation, the members of such previously unincorporated club, association or society shall become members of such corporation, and all of the property of such unincorporated club, society or association, or held by any person for its use or benefit, shall vest in and become the property of such corporation, subject to be taken in payment of all claims against such unincorporated club, society or association, or against any of the members thereof as such members, or by reason of their membership therein, the same as if such incorporation had not taken place.
Formerly L. 1895, ch. 559, 8 5. 8 6. Re-incorporation of membership corporations. A membership corporation created by special law for purposes
foi which a corporation may be created under any article of this chapter, may, by the unanimous vote of all its members present and voting at a regular or regularly called meeting thereof, authorize its directors to re-incorporate with the same corporate name, for the same purposes under such article. Such re-incorporation shall not effect a dissolution of the corporation, but shall be deemed a continuation of its corporate existence, without affecting its property rights, or its liabilities, or the liabilities of its members or officers as such, but thereafter it shall have only such other rights, powers and privileges, and be subject only to such other duties and liabilities as a corporation created for the same purposes under such article.
Formerly L. 1895, ch. 559, 8 6. 8 7. Consolidation. Any two or more membership corpora tions, incorporated under or by general or special laws, for kindred purposes, being purposes for which a corporation may be formed under any article of this chapter, may enter into an agreement for the consolidation of such corporations setting forth the terms and conditions of consolidation, the name of the proposed corporation, the number of its directors, the time of the annual election and the names of the persons to be directors until the first annual meeting. Each corporation may petition the supreme court for
an order consolidating the corporation, setting forth in such petition the agreement for consolidation, a statement of all its property and liabilities and the amount and sources of its annual income. Before the presentation of the petition to the court, the agreement and petition must be approved by three-fourths of the votes lawfully cast at a meeting of each corporation, separately and specially called for that purpose, which approval, duly verified by the chairman and clerk of such meeting, shall be annexed to the petition. On presentation of the petition, the certificate of approval and the agreement for consolidation, and on such notice to interested parties as the court may prescribe, and after hearing such interested parties as desire to be heard, the court may make an order for the consolidation of the corporations on such terms and conditions as it may prescribe. When such order is made and duly entered, such corporation shall become one corporation by the name designated in the order, and be subject only to such duties and obligations as a membership corpo ration formed under this chapter for the same purposes; and all the property belonging to the corporations so consolidating, shall be vested in and transferred to the new corporation, which shall be subject to all the liabilities of the former corporations, to the same extent as if they had been contracted or incurred by it. But a corporation for the prevention of cruelty to children or animals shall not consolidate with any other corporation, except with a corporation which itself has been formed by the consolidation of a corporation for the prevention of cruelty to children with a corporation for the prevention of cruelty to animals, or by the consolidation of either or both of said last mentioned corporations with a corporation for the prevention of cruelty to children and to animals. This exception shall not apply to the counties of New York, Kings, Queens, Nassau, Suffolk, Richmond, Westchester or Oneida.
Formerly L. 1895, ch. 559, § 7, as am'd by L, 1902, ch. 439, § 1; L. 1905, ch. 663, § 1, and L. 1906, ch. 493, § 1. § 8. By-laws. The by-laws of a membership corporation, created by or under a general or special law, may be divided into different classes and designated as constitution, by-laws, rules, regulations, or otherwise, and may provide different methods for amending and repealing such classes, respectively.
The by-laws of any such corporation may make provisions, not inconsistent with law or with its certificate of incorporation, regulating the admission, voluntary withdrawal, censure, suspension and expulsion of members; the fees and dues of members and the termination of membership on non-payment thereof or