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Art. 2

General Provisions Relating to Membership Corporations. $$ 17, 18

they should not be required to make and file an inventory and account of the property, effects and liabilities of such corporation with a detailed statement of its transactions during the twelve months next preceding the granting of such order; and if, on the hearing of such application, no good cause is shown to the contrary, the court may make an order requiring such inventory, account and statement to be filed, and proceed to take and state an account of the property and liabilities of the corporation, or appoint a referee for that purpose; and when such account is taken and stated, it may, after hearing all the parties to the application, enter a final order determining the amount of property so held by the corporation, its annual income, whether any of the property or funds of the corporation have been misappropriated or diverted to any other purpose than that for which such corporation was incorporated, and whether such corporation has been engaged in any other business than that specified in its certificate of incorporation, from which final order an appeal may be taken by any party aggrieved to the appellate division of the supreme court, and to the court of appeals; but no corporation shall be required to make and file more than one inventory and account in any one year, nor to make a second account and inventory, while proceedings are pending for the statement of an account under this section.

Formerly L. 1895, ch. 559, § 16, as am’d by L. 1899, ch. 360, $ 1. § 17. Reports to comptroller by corporations receiving state moneys. No moneys appropriated by the legislature from the treasury of the state to a membership corporation, created under or by a general or special law, except a corporation subject to the visitation of the regents of the university of the state of New York, shall be paid to it or to any institution under its care, control or management, until its president and secretary, or a majority of its directors, make a sworn report to the comptroller of its purposes, operations, financial condition, expenditures and management, and particularly, of the disposition of moneys appropriated by the legislature for the maintenance of such institution, for the year ending with the last preceding thirtieth day of September. The comptroller shall transmit such report to the legislature with his annual report.

Formerly L. 1895, ch. 559, 8 17. 8 18. Societies and clubs taking property by will. Any corporation formed under chapter three hundred and sixtyeight of the laws of eighteen hundred and sixty-five, chapter two hundred and sixty-seven of the laws of eighteen hundred and seventy-five, chapter three hundred and forty-three of the laws of eighteen hundred and seventy-five, or chapter two

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General Provisions Relating to Membership Corporations.

Art. 2

hundred and thirty-six of the laws of eighteen hundred and eighty-six, shall be capable of taking, holding or receiving any property, real or personal, by virtue of any devise or bequest contained in any last will or testament of any person whatsoever, the clear annual income of which devise or bequest shall not exceed the sum of ten thousand dollars; subject to the limitations provided in section eighteen of the decedent estate law.

Formerly L. 1865, ch. 368, § 6 part; L. 1875, ch. 267, 8 7 part; L.

1875, ch. 343, § 5 part, and L. 1886, ch. 236, § 7 part. § 19. Societies taking property by will. Any benevolent, charitable, scientific or missionary corporation formed under chapter three hundred and nineteen of the laws of eighteen hundred and forty-eight, shall be capable of taking, holding or receiving any property, real or personal, by virtue of any devise or bequest contained in any last will and testament of any person whatsoever; subject to the limitations provided in section nineteen of the decedent estate law.

Formerly L. 1848, ch. 319, § 6 part, as am’d by L. 1903, ch. 623, $ 1. § 20. Appointment of special policemen. Any corpo ration duly incorporated under the laws of the state of New York for the erection of buildings, and also duly authorized by law to procure the people to assemble in its buildings or on its grounds for camp or grove meetings, Sunday-school parliaments, temperance, missionary, educational, scientific, musical and other meetings, shall have power through its board of trustees, or other board of managers of the affairs of such corpo ration, for the purpose of protecting and preserving such buildings, grounds and other property, and preventing injuries thereto, and preserving order, and preventing disturbances, and preserving the peace in such buildings and upon such grounds, by resolution of its board of trustees, or other board of managers, or otherwise, to appoint from time to time one or more special policemen, and the same to remove at pleasure, who when appointed shall be police officers, with the same powers within and about, or adjacent to, such grounds, as are vested in constables of the town where such grounds are located, whose duty, when appointed, it shall be to preserve order, and to prevent disturbances and breaches of the peace in and about the buildings and property and on and about the grounds of such corporation or approaches thereto or ou grounds or in buildings pertaining thereto, and to protect and preserve the same from injury, and to arrest any and all persons making any loud or unusual noise, causing any disturbance or committing any breach of the peace, or committing any misdemeanor, or wilfully violating the established rules and regulations of said

Art. 2

General Provisions Relating to Membership Corporations.

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corporation, or committing any wilful trespass upon such grounds or property or approaches thereto or in or upon such buildings or any part thereof, and to convey such person or persons, so arrested, with a statement of the cause of such arrest, before a magistrate having jurisdiction of the offense, to be dealt with according to law.

Formerly L. 1895, ch. 493, § 1. § 21. Trespass panished. Any wilful trespass in or upon any of the buildings or grounds provided or used for the purpose of said meetings, or upon the approaches thereto, and any wilful injury to any of the said buildings or to said grounds, or to any trees, fences, fixtures or other property thereon and pertaining thereto, and any wilful disturbance of the peace and quietness of said grounds by intentional breach of the rules and regulations thereof, shall be misdemeanors punishable by fine and imprisonment, or either, and concurrently with the courts of record of this state, justices of the peace, police justices and courts of special sessions in the town where such grounds are situated, shall have the same jurisdiction of said offenses as they have of other cases of misdemeanors committed within their jurisdiction, and shall have jurisdiction over the persons of those brought before them in the form and manner prescribed in section twenty of this article, and said policemen are hereby empowered to carry and convey the persons so arrested before such justices of the peace, police justices and courts of special sessions, and to hold them until discharged according to law.

Formerly L. 1895, ch. 493, 8 2. § 22. Oath of policemen. Every policeman so appointed shall within fifteen days after such appointment and before entering upon the duties of his office, take and subscribe the oath of office prescribed in the thirteenth article of the constitution of the state of New York, which said oath shall be filed in the office of the county clerk of the county where such grounds are situated.

Formerly L. 1895, ch. 493, § 3. $ 23. Shield. Each policeman shall, when on duty, wear a metallic shield with the word "policeman,” and the name of the corporation which appointed him inscribed thereon, and said shield shall always be worn in plain view.

Formerly L. 1895, ch. 493, $ 4. § 24. Compensation. The compensation of such policemen shall be paid by the corporation by which they are respectively appointed in the form and manner agreed upon between them.

Formerly I. 1895, ch. 493, 8 5.

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Corporations for Purposes not Elsewhere Authorized.

Art. 3

ARTICLE 3

Corporations for Purposes not Elsewhere

Authorized Section 40. Purposes for which corporations may be formed

under this article.
41. Certificates of incorporation.
42. Incorporation of associations of more than five thou-

sand members.
43. Effect of incorporation.
44. Annual assembly or convention.
45. Board of directors.
46. Special powers.

47. Special police. § 40. Purposes for which corporations may be formed under this article. A membership corporation may be created under this article for any lawful purpose, except a purpose for which a corporation may be created under any other article of this chapter, or any other general law than this chapter.

Formerly L. 1895, ch. 559, 8 30. 8 41. Certificates of incorporation. Five or more persons may become a membership corporation for any one of the purposes for which a corporation may be formed under this article or for any two or more of such purposes of a kindred nature, by making, acknowledging and filing a certificate, stating the particular objects for which the corporation is to be formed, each of which must be such as is authorized by this article; the name of the proposed corporation; the territory in which its operations are to be principally conducted; the town, village or city in which its principal office is to be located, if it be then practicable to fix such location; the number of its directors, not less than three nor more than thirty; and the names and places of residence of the persons to be its directors until its first annual meeting. Such certificate shall not be filed without the written approval, indorsed thereupon or annexed thereto, of a justice of the supreme court. If such certificate specify among such purposes the care of orphan, pauper or destitute children, the establishment or maintenance of a maternity hospital or lying-in asylum where women may be received, cared for or treated during pregnancy or during or after delivery, or for boarding or keeping nursing children, the written approval of the state board of charities shall also be indorsed thereupon or annexed thereto, before the filing thereof. On filing such certifi

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Art. 3

Corporations for Purposes not Elsewhere Authorized.

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cate, in pursuance of law, the signers thereof, their associates and successors, shall be a corporation in accordance with the provisions of such certificate. Any corporation heretofore or hereafter organized under this article for the purpose of gathering, obtaining and procuring information and intelligence, telegraphic or otherwise, for the use and benefit of its members, and to furnish and supply the same to its members for publication in newspapers owned or represented by them may admit as members thereof, other corporations, limited liability companies, joint-stock and other associations, partnerships and individuals engaged in the same business or in the publication of newspapers, periodicals or other publications, upon such terms and conditions, not inconsistent with law or with its certificate of incorporation, as may be prescribed in its by-laws.

Formerly L. 1895, ch. 559, § 31, as am'd by L. 1897, ch. 205, § 1, and L. 1901, cha 436, 8 1. § 42. Incorporation of associations of more than five thousand members. Any association, sɔciety or league, having no capital stock and not organized for pecuniary profit, composed of more than five thousand members and governed by a representative body may incorporate under the provisions of this article for the purposes for which it was organized, if such purpose is one for which a corporation may be formed under this article. The certificate of incorporation shall be made by a committee of not less than five members who must be authorized to procure the incorporation and make the particular certificate, by the same affirmative vote, taken in the same manner, as the constitution or fundamental law of the association, society or league requires for an amendment or change in the constitution or fundamental law thereof.

Formerly L. 1895, ch. 559, § 32, as added by L. 1900, ch. 681, § 1. 8 43. Effect of incorporation. The members of such association, society or league shall become the members of the corporation created under the provisions of the preceding section; all the property owned by, held for or in any wise belonging to such association, society or league shall belong to the corporation; the constitution and by-laws, together with the official terms and duties of all officers and committees, are continued, except so far as contrary to the provisions of this chapter; and the business or purposes of the corporation may be carried on beyond the limits of the state.

Formerly L. 1895, ch. 559, § 33, as added by L. 1900, ch. 681, $ 1.

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