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8 $ 44-47

Corporations for Purposes not Elsewhere Authorized.

Art. 3

§ 44. Annual assembly or convention. In place of holding an annual meeting of all the members, such corporation may provide in its constitution and by-laws for an annual election by its members, of representatives or delegates either at large or from special districts; and in such case, no annual meeting of the members shall be held. Such delegates or representatives, when assembled under the name and in the manner directed by the constitution and by-laws of the corporation, shall have and may exercise all the powers, rights and privileges of an annual meeting of the corporation. The time and place of holding such annual assembly or convention may be prescribed in the constitution or by-laws of the corporation and changed from time to time. The annual assembly or convention may be held without the state.

Formerly L. 1895, ch, 559, $ 34, as added by L. 1900, ch. 681, $ 1. § 45. Board of directors. Whenever otherwise provided by law and as exceptions thereto, the constitution and by-laws of each such corporation may prescribe the quorum of the board of directors; the method of filling vacancies in the board of directors; the continuance of the directors in office until their successors have been severally elected and have accepted their offices; the officers of the corporation who are to execute any agreement or contract authorized by the board of directors; and the character, contents and method of execution of the annual report of the board of directors.

Formerly L. 1895, ch. 559, $ 35, as added by L. 1900, ch. 681, $ 1. § 46. Special powers. Any such corporation formed for defending the rights of cyclists, facilitating touring and securing the construction and maintenance of good roads and cycle paths by public authority, may prefer a complaint before any court, tribunal or magistrate having jurisdiction for the violation of any law, ordinance or regulation made by public authority and relating to the purposes of the corporation, and may aid in presenting the law and facts to such court, tribunal or magistrate.

Formerly L. 1895, ch. 559, $ 36, as added by L. 1900, ch. 681, $ 1. § 47. Special police. Corporations formed for the purpose

of providing parks and playgrounds for children in cities, towns or villages may at their own expense appoint and employ police officers, who shall for the purpose of enforcing order and compliance with their rules, have all the powers and authority of the public police officers or patrolmen of the city, town or village wherein such parks or playgrounds may be situated within the limits of their parks or playgrounds and within

Arts. 3, 4

Cemetery Corporations.

$ 60

one thousand feet of the limits thereof, subject however to all laws, ordinances or police regulations of the cities, towns or vil. lages in which such parks and playgrounds inay be situated and subject to the authority of the commissioners, superintendents, captains, sergeants or other superior police officers or authority of the particular district or locality in which the same may be.

Formerly L. 1888, ch. 293, & 2 part.

ARTICLE 4

Cemetery Corporations
Section 60. Definitions.

61. Certificates of incorporation.
62. Cemeteries in Kings, Queens, Rockland, Westchester,

Nassau and Erie counties.
63. Corporate meetings.
64. Directors.
65. Acquisition of property.
66. Surveys and maps of cemetery.
67. Rules and regulations.
68. Record of burials.
69. Title and rights of lot owners.
70. Application of proceeds of sales of lots.
71. Burials and removals.
72. Taxation of lot owners by corporations.
73. Expenses of improving vacated lot.
74. Certificates of indebtedness.
75. Certificates of stock heretofore issued.
76. Private cemetery corporations.
77. Removal of remains to other cemeteries.
78. Family cemetery corporations.
79. Lot owners in unincorporated cemeteries may deter-

mine upon incorporating under this article. 80. Meeting to determine such question. 81. Incorporation pursuant to meeting; conveyance of

property to corporation. 82. Sale of land of rural cemetery corporations. 83. Acquisition of land by rural cemetery corporations. 84. Streets or highways not to be laid out through certain

cemetery lands. 8 60. Definitions. In this article, the term “burial” includes the act of placing a dead human body in a mausoleum, vault or other proper receptacle for the dead, as well as in the

88 61, 62

Cemetery Corporations.

Art. 4

earth; the term "lot owner" or "owner of a lot” means any person having a lawful title to the use of a lot, plat or part of either in a cemetery; and the term “ cemetery corporation ” means any corporation heretofore created for cemetery purposes under a law repealed by this chapter, or hereafter created under this article; but the general term cemetery corporation does not include a fainily cemetery corporation or a private cemetery corporation. This article does not apply to cemeteries belonging to religious or municipal corporations.

Formerly L. 1895, ch. 559, $ 40. 8 61. Certificates of incorporation. Seven or more persons may become a cemetery corporation, by making, acknowledging and filing in the offices of the secretary of state and of the clerk of the county where the cemetery of such corporation, or a part thereof, is to be situated, a certificate specifying each county, town, city and village in which such cemetery or any part thereof is to be situated; the name of the proposed corporation; the times of holding its annual meetings; the number of its directors, either six, nine, twelve or fifteen; and the names of the persons to be directors until others are elected in their places, divided into three equal classes, each class to hold office until the first, second and third annual meetings thereafter, respectively.

Such certificate may also specify a percentage of the surplus proceeds of sales of lots, after payment of the purchase-price of the real property of the corporation, to be invested as a permanent fund, the income of which shall be used for the improvement, preservation and embellishment of the cemetery grounds, and for no other purpose. Such certificate shall not be filed without the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court.

On filing such certificate, in pursuance of law, the signers thereof, their associates and successors shall be a corporation, in accordance with the provisions of such certificate.

Formerly L. 1895, ch. 559, $ 41. 8 62. Cemeteries in Kings, Queens, Rockland, Westchester, Nassau and Erie counties. A cemetery corporation shall not take by deed, devise or otherwise any land in either of the counties of Kings, Queens, Rockland, Westchester, Nassau or Erie for cemetery purposes, or set apart any ground for cemetery purposes in either such county, unless the consent of the board of supervisors thereof be first obtained, which board may grant such consent upon such conditions, regulations and restrictiops as, in its judgment, the public health or the public good may

Art. 4

Cemetery Corporations.

88 63, 64

require. Notice of application to any such board for such consent shall be published once a week for six weeks, in two newspapers of the county having the largest circulation therein, stating the time when the application will be made, a brief description of the lands proposed to be acquired, their location and the quantity thereof. All persons interested therein may be heard on the presentation of such application; and if such consent is granted, the corporation may take and hold the lands designated in such consent, which shall not authorize any one corporation to take or hold more than two hundred and fifty acres. Nothing contained in this section shall prevent any ecclesiastical incorporation in existence on April fifteenth, eighteen hundred and fifty-four, in either of said counties, from using any burial ground then belonging to it within such county as it has been heretofore accustomed. The board of supervisors of each such county may, from time to time, make such regulations as to the mode of burials in any cemetery in the county as, in its judgment, the public health may require.

Formerly L. 1895, ch, 559, § 42, as am'd by L. 1896, ch. 193, § 1. L. 1854, ch. 238, § 2, incorporated, 8 63. Corporate meetings. Public notice of each annual meeting of a cemetery corporation shall be given in a manner to be prescribed by its by-laws. Each person of full age owning the use of a lot or plat, or part of either, containing at least ninetysix square feet of land in the cemetery of the corporation, or if there be two or more owners of such lot, then one of them designated by a majority of such joint owners to represent such lot or plat, or part of either, may cast one vote for each such lot or plat, or part of either, so owned, at the meetings of the corporation.

Each owner of a certificate of stock heretofore lawfully issued, and each owner of a certificate of indebtedness of a cemetery cor. poration, may vote at the meetings of the corporation. Each owner of stock heretofore lawfully issued shall be entitled to one vote for each share of stock owned by him at the meetings of the corporation. Each owner of a certificate of indebtedness of a cemetery corporation shall be entitled to one vote at such meetings for each one hundred dollars of such indebtedness.

Formerly L. 1895, ch. 559, § 43. 8 64. Directors. The directors of a cemetery corporation shall be elected at its annual meetings, by ballot, by the persons entitled to vote thereat. If at any such meeting one-fifth of the owners of lots or plats shall not, in person or by proxy, vote

$ 64

Cemetery Corporations.

Art. 4

thereat, the directors shall be chosen by the existing directors, or a majority of them, unless such directors shall, at such meeting, be chosen by a majority of the votes of the owners of certificates of stock or indebtedness. The term of office of a director shall be

three years.

A vacancy in the office of a director shall be filled by appointment, by the remaining directors, until the next annual meeting, when it shall be filled by election for the unexpired term. After the first annual meeting, no one but a lot owner shall be eligible to the office of director.

The directors may change their number to either six, nine, twelve or fifteen, by signing, acknowledging and filing a supplemental certificate stating the number of directors the corporation shall thereafter have; and thereafter there shall be elected at each annual meeting, one-third of the number of directors fixed by such certificate; but the directors then in office shall continue in office until the expiration of their terms. In case any annual meeting of a cemetery corporation shall not be held on the day designated by the certificate of incorporation, the directors shall forthwith call a meeting of the members of the corporation for the purpose of electing directors, of which meeting notice shall be given in the same manner as of the annual meeting for the election of directors. If such meeting shall not be so called within one month, or, if held, shall result in a failure to elect directors, any member of the corporation may call a meeting for the purpose of electing directors by publishing a notice of the time and place of holding such meeting at least once in each week for two successive weeks immediately preceding the election, in a newspaper published in the county where the election is to be held, and in such other manner as may be prescribed in the by-laws for the publishing of notice of the annual meeting, and by posting at least six printed or written, or partly printed and partly written, notices in six conspicuous places in the town or city in which such corporation has its principal place of business, at least two weeks before such meeting. The directors so elected at such special meeting to fill a vacancy caused by the expiration of a term of office shall be chosen for the full term of three years, except where the aggre gate number of the directors so chosen shall exceed one-third of the whole number of directors, and in that event such directors shall be chosen in such manner that the term of office of one-third of the whole number of directors of such corporation shall expire at the time of holding each annual meeting thereafter.

That part of this section having reference to the calling of a special meeting by any member of the corporation for the purpose

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